Common use of Agreements to Sell and Purchase Clause in Contracts

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Selling Shareholder at $16.32 a share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth in Schedule I hereto opposite its the name at $19.10 a share (the "PURCHASE PRICE")of such Underwriters. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,650,000 Additional Shares at the Purchase Price, less provided, however, that the amount paid for shares by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Selling Shareholder (with a courtesy copy of such notice delivered to Debevoise & ▇▇▇▇▇▇▇▇ LLP) not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the RepresentativesBarclays Capital Inc. and Credit Suisse Securities (USA) LLC, on behalf of the Underwriters, which consent shall not be unreasonably withheld, it will not, during the period ending 180 75 days after the date of the ProspectusProspectus (the “75 day restricted period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common SharesStock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the conversion or exchange of convertible or exchangeable securities or exercise of options or warrants outstanding as of the date of this Agreement or (c) issuances pursuant to the Company’s and its subsidiaries’ employee stock incentive or other benefit plans existing on the date of this Agreement, in each of case (b) and (c), as disclosed in the Registration Statement. Notwithstanding the foregoing, if (x1) any of the Underwriters are unable to publish or distribute research reports on the Company pursuant to Rule 139 under the Securities Act and/or Rule 2711 of the National Association of Securities Dealers, and (2)(a) during the last 17 days of the 18075-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (yb) prior to the expiration of the 18075-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18075-day restricted period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, event unless such extension is waived in writing by Barclays Capital Inc. and Credit Suisse Securities (USA) LLC on behalf of the Underwriters, with prior notice . The Company shall promptly notify Barclays Capital Inc. and Credit Suisse Securities (USA) LLC on behalf of the Underwriters of any such announcement earnings release, material news or material event that gives may give rise to an extension of the 75-day restricted period. The agreements contained in Selling Shareholder hereby confirms that prior to executing this paragraph shall not apply Agreement it has executed and delivered to the Shares to be sold hereunder or any Common Shares issued pursuant to Representatives a “lock-up agreement” in substantially the Planform of Exhibit D hereto.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company at $45.15 per share (the respective numbers “Purchase Price”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) as the number set forth in Schedule I hereto opposite its the name at $19.10 a share (the "PURCHASE PRICE")of such Underwriter. On the basis of the representations and warranties contained in this Agreementherein contained, and but subject to its the terms and conditionsconditions hereinafter stated, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,350,000 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and Barclays Capital Inc., it will not, during the period ending 180 30 days after the date of the ProspectusProspectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventStock. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements restrictions contained in this the preceding paragraph shall not apply to (a) the Shares to be sold hereunder hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or vesting of a security outstanding on the date hereof and disclosed or incorporated by reference in the Time of Sale Prospectus, (c) the issuance by the Company of options or other stock-based compensation pursuant to equity compensation plans in existence on the date hereof and disclosed or incorporated by reference in the Time of Sale Prospectus, (d) any repurchase by the Company or any of its subsidiaries of any shares of Common Shares Stock or any security convertible into Common Stock held by any director or officer of the Company pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement in connection with such director’s or officer’s termination of employment with the Company, provided that the terms of any such plan or agreement require such repurchase, (e) the establishment or amendment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment or amendment of such plan shall be required of or voluntarily made by or on behalf of the Company, (f) the issuance by the Company of shares of Common Stock as consideration for bona fide acquisitions, joint ventures, strategic partnerships or collaboration arrangements, provided that any recipients thereof agree to enter into lock-up agreements in the form of Exhibit A hereto with respect to the remaining portion of the Restricted Period or any extension thereof and (i) the aggregate number of shares of Common Stock issued as such consideration shall not exceed 5.0% of the outstanding Common Stock on the date of this Agreement (as adjusted for stock splits, stock dividends and other similar events after the date hereof) or (ii) the shares of Common Stock to be issued as such consideration shall not be issued until after the Restricted Period and (g) the filing of one or more registration statements on Form S-8 with the Commission with respect to shares of Common Stock issued or issuable under any equity compensation plan or one or more registration statements on Form S-4 with respect to any shares of Common Stock permitted to be issued pursuant to the Planclause (f) above.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a the per share price set forth on Schedule II hereto (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 360,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the each Firm Shares Share but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representative may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than 45 thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayOption Closing Date, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company and the Selling Shareholder hereby agrees agree to issue and sell 4,761,905 Firm Shares to the several UnderwritersUnderwriters at a price of $17.67 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Fund Company and the respective numbers Selling Shareholder at the Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto opposite its name hereto. Moreover, the Selling Shareholder hereby agrees to sell up to the total number of Additional Shares to the Underwriters at $19.10 a share (the "PURCHASE PRICE"). On Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to [ ] the total number of Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof by the Underwriters solely for the purpose of covering over-allotments over‑allotments made in connection with the offering Offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Selling Shareholders at U.S. $________ a share (the "Purchase Price") the respective numbers of Firm Shares set forth in Schedule I hereto II opposite its the name at $19.10 a share (the "PURCHASE PRICE")of such Underwriters. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 241,755 Additional Shares at the Purchase Price. If the Representatives, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters Underwriters, elect to exercise such option, the Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each Seller hereby agrees that, without the prior written consent of the Representatives, Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise (including pursuant to Rule 144). The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (3B) file grants by the Company of options to purchase Common Stock under its current stock option plans or the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. In addition, each Selling Shareholder, agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities security convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanStock.

Agreements to Sell and Purchase. The Fund Company hereby agrees to issue and sell 15,000,000 Shares to the several UnderwritersUnderwriters at a price of $8.832 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Fund Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto opposite its name annexed hereto. Moreover, the Company hereby agrees to issue and sell up to 2,250,000 Additional Shares to the Underwriters at $19.10 a the Purchase Price less an amount per share (equal to any cash dividend declared and payable by the "PURCHASE PRICE"). On Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to [ ] the Additional Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions cash dividend declared and payable by the Fund and payable Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I annexed hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Upon the terms and conditions set forth herein, Company hereby agrees to issue and sell an aggregate of [●] Firm Shares to the several Underwriters, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE"). On the basis agreements of the representations and warranties Company herein contained in this Agreement, and subject to its all the terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of (a) $[●]1 per Share with respect to Shares sold to the public (the “public purchase price per Share”) and (b) $[●]2 per Share with respect to Shares sold to certain of the Company’s current stockholders set forth on Schedule II hereto, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [●] Additional Shares at the public purchase price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, (1) offer, pledge, sell, contract but no more than once. Notwithstanding anything in this Agreement to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectlythe contrary, any Common fees or expenses paid to the underwriters with respect to any Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers sold to another, in whole or in part, any certain of the economic consequences Company’s current stockholders shall be paid solely for the benefit of ownership of the Common SharesR▇▇▇▇▇▇ J▇▇▇▇ & Associates, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.Inc.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [3,000,000] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 $ a share (the "PURCHASE PRICE"“Purchase Price”). In addition, in connection with the sales of Firm Shares, the Manager agrees to pay to Barclays Capital Inc., for the account of the Underwriters, $ per share (which represents underwriting commissions payable by the Manager) (the “Manager Payment”) with respect to the Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each Unless otherwise agreed to by the Company, each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to anotherIn addition, in whole or in part, connection with the sale of any of the economic consequences of ownership of the Common Additional Shares, whether any the Manager agrees to make the per share Manager Payment with respect to such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Additional Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell the Firm Shares to the several Underwriters, and each Underwriterrespective Underwriters and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter statedset forth herein, agreeseach of the Underwriters, severally and not jointly, agrees to purchase from the Fund Company at a purchase price of $_____ per Share (the respective numbers "purchase price per Share"), the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE")hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund The Company hereby also agrees to sell to the Underwriters the Additional SharesUnderwriters, and upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, severally and not jointly, purchase from the Company up to [ ] _______ Additional Shares at the Purchase Price, less an amount purchase price per share equal to any dividends or distributions declared by the Fund and payable on Share for the Firm Shares but not payable on Shares. The number of shares of the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf Shares to be purchased by each Underwriter shall be the same percentage of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the total number of shares of the Additional Shares to be purchased by the several Underwriters and the date on which as such shares are to be purchased. Each purchase date must be at least one business day after the written notice Underwriter is given and may not be earlier than the closing date for purchasing of the Firm Shares nor later than ten business days after Shares, subject to such adjustments as the date of such noticeRepresentative in its absolute discretion shall make to eliminate any fractional shares. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Fund Company agrees to issue and sell to the Underwriters the Additional 4,000,000 Firm Shares, and the Underwriters shall have the right to purchase(ii) each Selling Stock holder agrees, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify sell the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after set forth opposite such Selling Stockholder's name under the date caption "Number of such notice. Additional Firm Shares may be purchased as provided Being Sold" in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased Schedule III hereto and (an "OPTION CLOSING DATE"), iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per Share of $______ (the "PURCHASE PRICE") the number of Additional Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Firm Shares to be purchased on sold by such Option Closing Date Seller as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedules I and II hereto bears to the total number of Firm Shares. The Fund hereby agrees that, without On the prior written consent basis of the Representativesrepresentations and warranties contained in this Agreement, on behalf and subject to its terms and conditions, the Company agrees to issue and sell and the Selling Stockholders agree to sell, severally and not jointly, the Additional Shares and the U.S. Underwriters shall have the right to purchase, severally and not jointly, up to 1,200,000 Additional Shares from the Company and the Selling Stockholders at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Underwriters, it will not, during Firm Shares. The U.S. Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the period ending 180 Company and the Attorneys (as hereinafter defined) within 30 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether this Agreement. The U.S. Representatives shall give any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, notice on behalf of the Underwriters, with prior U.S. Underwriters and such notice shall specify the aggregate number of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Additional Shares to be sold hereunder or any Common Shares issued purchased pursuant to such exercise and the Plan.date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each U.S. Underwriter, severally and not jointly, agrees to purchase from the Company and the

Agreements to Sell and Purchase. (a) The Fund Company and each Selling Shareholder hereby agrees agree to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company and each Selling Shareholder the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at $19.10 a share [•] per American Depositary Share (the "PURCHASE PRICE"“Purchase Price”). . (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Company and the Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 4,500,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one (1) business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. . (i) The Fund Company hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, it will not, during the period ending 180 one hundred eighty (180) days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Ordinary Shares, American Depositary Shares or any securities convertible into or exercisable or exchangeable for Common Ordinary Shares or American Depositary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Ordinary Shares or American Depositary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Ordinary Shares, American Depositary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Ordinary Shares, American Depositary Shares or any securities convertible into or exercisable or exchangeable for Common Ordinary Shares or American Depositary Shares (other than a registration statement on Form S-8). The restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) transactions by a Selling Shareholder relating to Ordinary Shares, American Depositary Shares or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares, American Depositary Shares or other securities acquired in such open market transactions, (iii) the issuance by the Company of Ordinary Shares issuable upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof that has been described in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, provided such recipients shall agree in writing for the benefit of the Underwriters, in form and substance satisfactory to the Representatives, to be subject to restrictions identical to those contained in the preceding paragraph, or (iv) the grant or issuance by the Company of options, shares, restricted shares, restricted share units, share appreciation rights, performance units or performance shares under its equity plans in existence as of the date hereof and the shares or other securities issued upon exercise or conversion of any of the foregoing, provided such recipients shall agree in writing for the benefit of the Underwriters, in form and substance satisfactory to the Representatives, to be subject to restrictions identical to those contained in the preceding paragraph. Notwithstanding the foregoing, if (x1) during the last 17 days of the 180-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund occurs, Company occurs or (y2) prior to the expiration of the 180-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Representatives waive such extension in writing. The Fund will provide Company shall promptly notify the Representatives, on behalf of the Underwriters, with prior notice Representatives of any such announcement earnings release, news or event that gives may give rise to an extension of the initial 180-day restricted period. The . (ii) Additionally, the Company agrees that, without the prior written consent of the Representatives, it will not waive any lock-up provisions of any agreements contained in this paragraph shall not apply between the Company and any of its stockholders or release any of its stockholders from lock-up agreements between the Company and such stockholders prior to the Shares to be sold hereunder expiration of the terms of such lock-up provisions or any Common Shares issued pursuant to the Planagreements.

Agreements to Sell and Purchase. The Fund Each of the Selling Stockholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholders at $13.44 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Fund agrees Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,875,000 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 13.395 a share (the "PURCHASE PRICE"“Purchase Price”); provided that with respect to an aggregate 750,000 of the Firm Shares allocated at the direction of the Company to members of the Konstantakopoulos family (the “Konstantakopolous Family Shares”), the Underwriters shall purchase such Konstantakopoulos Family Shares at the Public Offering Price (as defined below). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,125,000 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Underwriters may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters exercise this right in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice and, in the case of any exercise notice delivered after the closing date for the Firm Shares, must be at least one business day after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made sales of shares in connection with the offering excess of the number of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from such Selling Shareholder at $28.76 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (the "PURCHASE PRICE")of such Selling Shareholder. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchaseeach Selling Shareholder, severally and not jointly, agrees to sell to the Underwriter the number of Additional Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder, and the Underwriter shall have the right to purchase up to [ ] 300,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters exercise this right in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date (an “Option Closing Date”) must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each Selling Shareholder hereby agrees that, without the prior written consent of the Representatives, on behalf of the UnderwritersUnderwriter, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or otherwise. The restrictions contained in the preceding paragraph shall not apply to (3A) file the Shares to be sold hereunder, (B) transactions by any registration statement with the Commission Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of any the Shares; (C) transfers of shares of Common Shares Stock or any security convertible into or exercisable or exchangeable for Common Stock as a bona fide gift or gifts; (D) transfers or distributions of shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock by a Selling Shareholder to such Selling Shareholder’s affiliates (as defined in Rule 405 under the Securities Act); (E) in the case of any Selling Shareholder that is a partnership, corporation or limited liability company, a distribution of shares of Common Stock to the partners, shareholders or members thereof; provided, that no filing by any party (transferor or transferee) under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with such distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above); or (F) transfers by a permitted distributee or transferee of a Selling Shareholder of Common Stock or securities convertible into or exercisable or exchangeable for Common SharesStock to a family member of such distributee or transferee of such Selling Shareholder or a trust created for the benefit of such distributee or transferee of such Selling Shareholder or a family member of such distributee or transferee of such Selling Shareholder provided that in the case of any gift, transfer or distribution described in clause (C), (D), (E) or (F) above, such donee, transferee or distributee shall, prior to or contemporaneously with such gift, transfer or distribution, execute and deliver to the Underwriter an agreement to be bound by the restrictions set forth above. Notwithstanding In addition, each Selling Shareholder, (i) agrees that, without the foregoingprior written consent of the Underwriter, if (x) it will not, during the last 17 period ending 90 days after the date of the 180-day restricted period Prospectus, make any demand for, or exercise any right with respect to, the Fund issues an earnings release registration of any shares of Common Stock or material news any security convertible into or a material event relating exercisable or exchangeable for Common Stock and (ii) agrees and consents to the Fund occurs, or (y) prior to entry of stop transfer instructions with the expiration Company’s transfer agent and registrar against the transfer of such Selling Shareholder’s shares of Common Stock except in compliance with the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Planforegoing restrictions.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name Company at $19.10 [ ] a share (the "PURCHASE PRICE")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 780,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, : (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares or Stock; (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise; or (3) in the case of the Company, file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common SharesStock (other than on Form S-8 or a successor form thereto). The restrictions contained in the preceding paragraph shall not apply to: (a) the Shares to be sold hereunder; (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing; (c) the grant of options to purchase Common Stock or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants of the Company or any of its subsidiaries pursuant to equity plans disclosed in the Time of Sale Prospectus, PROVIDED that each recipient of any such grant or issuance be bound by a lock-up agreement in the form set forth in Exhibit A hereto; (d) the issuance by the Company of up to 2,450,000 shares of Common Stock, in connection with any acquisition, collaboration or other similar strategic transaction involving the Company or any of its subsidiaries, PROVIDED that the recipients thereof execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if if: (x1) during the last 17 days of the 180-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (y2) prior to the expiration of the 180-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide Company shall promptly notify the Representatives, on behalf of the Underwriters, with prior notice Representatives of any such announcement earnings release, news or event that gives may give rise to an extension of the initial 180-day restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. (a) The Fund Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the several Underwriters, and each UnderwriterUnderwriter and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter stated, set forth herein each Underwriter agrees, severally and not jointly, to purchase from the Fund Company, at a purchase price of $24.2125 per Security, provided, however, that with respect to sales made by the respective numbers Underwriters to certain certain institutional purchasers, the purchase price instead shall be $24.5000 per Security. The Representative confirms to the Company that for this purpose the number of Firm Shares Underwritten Securities sold to such institutional purchasers is 66,200,000, the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE"or such number of Securities increased as set forth in Section 11 hereof). On Subject to the basis of terms and conditions and in reliance upon the representations and warranties contained in this Agreement, and subject to its terms and conditionsherein set forth, the Fund agrees to sell Company hereby grants an option to the several Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares 19,500,000 Option Securities at the Purchase Price, less an amount same purchase price per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised in whole or in part at any time or from time to time in part by giving written notice not later than 45 days on or before the 30th day after the date of this Agreement. Any exercise the Final Prospectus, upon written or facsimile notice shall specify by the Representative to the Company setting forth the number of Additional Shares Option Securities as to which the several Underwriters are exercising the option and the date on which delivery and payment shall occur, which shall not be less than three Business Days after the date of the notice of exercise. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of Option Securities to be purchased by the several Underwriters and the date on which as such shares are to be purchased. Each purchase date must be at least one business day after the written notice Underwriter is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering purchasing of the Firm Shares. On each dayUnderwritten Securities, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments as the Representative, in its absolute discretion, shall make to eliminate any fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Planshares.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to the terms and conditions hereinafter statedhereof, (i) the Company agrees to issue and sell to the Underwriters, at a price of $____ per Share (the "Purchase Price"), 1,600,000 Firm Shares; (ii) each Selling Stockholder agrees to sell to the Underwriters, at the Purchase Price, the number of Firm Shares set forth next to such Selling Stockholder's name on Schedule I; and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Fund Company and the respective numbers Selling Stockholders, at the Purchase Price, the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $19.10 a share (II hereto. The number of Firm Shares to be purchased by each Underwriter from the "PURCHASE PRICE")Company and each Selling Stockholder shall be as nearly as practicable in the same proportion as the number of Firm Shares being sold by the Company and the Selling Stockholders bears to the total number of Firm Shares to be sold hereunder. On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions hereof, (i) the Fund agrees Selling Stockholders indicated on Schedule I hereto agree to sell to the Underwriters Underwriters, at the Purchase Price, up to an aggregate of 420,000 Additional Shares, ; and (ii) the Underwriters shall have the right to purchase, severally and not jointly, from time to time, up to [ ] an aggregate of 420,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased purchased, (an "OPTION CLOSING DATE"), i) each Underwriter agrees, severally and not jointly, such Selling Stockholder agrees to purchase sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.maximum number

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares to be sold by the Company as the number of Firm Shares set forth in Schedule I hereto opposite its the name of such Underwriter bears to the total number of Firm Shares at $19.10 l a share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 2,700,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the ProspectusProspectus (or such later date specified in the second succeeding paragraph), (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock, (ii) file any registration statement with the Securities and Exchange Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i), (ii) or (2iii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, provided that each recipient of such shares during the restricted period referred to in the immediately preceding paragraph shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, (3C) file the issuance by the Company of shares or options to purchase shares of the Common Stock, or the repurchase by the Company of unvested shares of the Common Stock upon termination of service of an employee, director, consultant or other service provider, pursuant to the Company’s 2000 Stock Option Plan, 2004 Equity Incentive Plan or the 2004 Employee Stock Purchase Plan, provided that each recipient of such shares, or of shares issued upon exercise of such options, during the restricted period referred to in the immediately preceding paragraph shall sign and deliver a lock-up letter substantially in the form of Exhibit A hereto, and (D) the filing by the Company of any registration statement with the Commission on Form S-8 relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Sharespursuant to the terms of a plan named in the preceding clause (C) (provided that this exception shall not affect the terms of the preceding clause (C)). Notwithstanding the foregoing, if (x1) during the last 17 days of the 180-180 day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, or (y2) prior to the expiration of the 180-180 day restricted period, the Fund Company announces that it will release earnings results during the 16-16 day period beginning on the last day of the 180-180 day period, the restrictions imposed in this clause above shall continue to apply until the expiration of the 18-18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[●] per ADS (the Fund “Purchase Price”) the respective numbers number of Firm Shares ADSs (subject to such adjustments to eliminate fractional ADSs as Representatives may determine) that bears the same proportion to the number of Firm ADSs to be sold by such Seller as the number of Firm ADSs set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Selling Shareholders agree to sell to the Underwriters the Additional SharesOptional ADSs on a pro rata basis, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares Optional ADSs at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Optional ADSs shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares ADSs but not payable on the Additional Sharessuch Optional ADSs. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Optional ADSs to be purchased by the Underwriters and the date on which such shares ADSs are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor ADSs or later than ten business days after the date of such notice. Additional Shares Optional ADSs may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares Optional ADSs are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Optional ADSs (subject to such adjustments to eliminate fractional shares ADSs as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares Optional ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanADSs.

Agreements to Sell and Purchase. The Fund Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $5.890625 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Stockholder, severally and not jointly, hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] an aggregate of 3,000,000 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Selling Stockholders not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller, as set forth on Schedule I hereto, as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Shareholder, severally and not jointly, hereby agrees to sell to the Underwriters the Additional SharesShares as set forth opposite its name in Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold by all Selling Shareholders as set forth in Schedule I hereto, in proportion to the maximum number of Additional Shares to be sold by each Selling Shareholder as set forth in Schedule I hereto. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at U.S. $19.10 21.00 a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify ") the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Firm Shares to be purchased on sold by such Option Closing Date Seller as the number of Firm Shares set forth in Schedule SCHEDULE I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Seller, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to 360,000 Additional Shares, 210,000 Additional Shares from the Company and 150,000 Additional Shares from the Selling Stockholder, at the Purchase Price. Such date may be the same as the Closing Date (as defined below) but not earlier than the Closing Date nor later than ten business days after the date written notice of an election to purchase Additional Shares is given. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 45 days after the date of the Prospectus which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares that bears the same proportion to the total number of Additional Shares to be purchased as the number of Firm Shares set forth in SCHEDULE I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. If the Representatives, on behalf of the Underwriters, elect to purchase less than all of the Additional Shares, then the Underwriters shall purchase and the Company and the Selling Stockholder, as the case may be, shall sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) equal to (A) in the case of the Company, the product of (i) the number of Additional Shares the Underwriters have elected to purchase multiplied by (ii) the quotient of 210,000 divided by 360,000 and (B) in the case of the Selling Stockholder, the product of (i) the number of Additional Shares the Underwriters have elected to purchase multiplied by (ii) the quotient of 150,000 divided by 360,000. The Fund Additional Shares to be purchased by the Underwriters hereunder and the Firm Shares are hereinafter collectively referred to as the "Shares." Each Seller hereby agrees that, without the prior written consent of EVEREN Securities, Inc., it will not, directly or indirectly, during the period ending 120 days after the date of the Prospectus, (i) offer, sell (including, without limitation, any short sale), pledge, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned by the Seller in accordance with the rules and regulations of the Commission and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any options, warrants, or other securities convertible into or exercisable or exchangeable for such Common Stock, in any case whether now owned or hereafter acquired, or in any manner to transfer all or a portion of the economic consequences associated with ownership of the Common Stock. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof which is disclosed or reflected in the Prospectus, (C) the grant by the Company of options or other awards or the issuance by the Company of Common Stock pursuant to the Market Facts, Inc. 1996 Stock Plan and the employee stock purchase plans, (D) the transfer of the Common Stock by the Selling Stockholder by one or more bona fide gifts or pledges, provided that the donee(s) or pledgee(s) thereof agree in writing to be bound by this paragraph, (E) the transfer of Common Stock by the Selling Stockholder to its affiliates, which affiliates agree in writing to be bound by this paragraph, or (F) the transfer of limited partnership interests in the Selling Stockholder. In addition, the Selling Stockholder, agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 120 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell make any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lenddemand for, or otherwise transfer or dispose ofexercise any right with respect to, directly or indirectly, the registration of any shares of Common Shares Stock or any securities security convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanStock.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 [•] a share (the "PURCHASE PRICE"“Purchase Price”), and such dealers may reallow, a concession, not in excess of $[•] a share, to any Underwriter or to certain other dealers. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each of the Selling Stockholders, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholders at $8.35625 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name of such Underwriter bears to the total number of Firm Shares. Substantially concurrently with, and subject to, the sale of the Firm Shares to the Underwriters pursuant to this Agreement, the Underwriters, severally and not jointly, hereby agree to sell to the Company, and the Company agrees to purchase from the Underwriters, that number of Repurchase Shares equal to the proportion by which the number of Firm Shares set forth in Schedule II opposite the name of such Underwriter bears to the total number of Firm Shares at $19.10 a price per share (equal to the "PURCHASE PRICE")Purchase Price. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Fund agrees Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,950,000 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Company and the Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇▇▇▇▇ ▇▇▇s ▇▇▇▇▇ may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 [ ] a share (the "PURCHASE PRICE"“Purchase Price”). The Company hereby consents to the Firm Shares being paid for in a currency other than Euro. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less provided, however, that the Purchase Price per Additional Share so sold and purchased shall be reduced by an amount per share Additional Share (or the United States dollar equivalent thereof, determined on the basis of the applicable exchange rate on the Closing Date or such other date as mutually agreed by the Representatives and the Company) equal to any dividends or other distributions declared by the Fund Company with a record date for payment that is after the Closing Date and that is payable on the a Firm Shares Share but not payable on any Additional Share. The Company hereby consents to the Additional SharesShares being paid for in a currency other than Euro. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day (i.e., a day on which banks are open for regular business in New York City, hereinafter to be referred to as a “Business Day”) after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days Business Days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering Offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund hereby (a) Upon the terms set forth herein, the Company agrees to issue and sell to the several Underwriters, and each Underwriter, upon Underwriters the Firm Primary Shares. On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, each Underwriter agrees, severally and not jointly, to purchase from the Fund Company the respective numbers number of Firm Primary Shares set forth in Schedule I hereto opposite its the name of such Underwriter at a purchase price of $19.10 a 9.40 per share of Common Stock (the "PURCHASE PRICE"“Purchase Price”); provided that, notwithstanding the foregoing, the Purchase Price payable by the Representative in respect of any Directed Shares to the extent purchased by Related Parties shall be equal to such public offering price. In addition, on the Initial Closing Date, the Company shall pay a fee equal to $1,500,000 to the Representative (which fee the Company hereby instructs the Representative to net against the proceeds payable by the Underwriters to the Company hereunder with respect to the Firm Primary Shares). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Primary Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] the Additional Primary Shares or any portion of the aggregate number of Additional Primary Shares at the Purchase Price, less ; provided that the amount per share to be paid by the Underwriters for any Additional Primary Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Primary Shares but not payable on the such Additional Primary Shares. Morgan Stanley & Co. LLC The Representative may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Primary Shares to be purchased by the Underwriters and the date on which such shares Additional Primary Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Primary Shares nor later than ten business days after the date of such noticenotice (the last possible purchase date under this Agreement, the “Final Option Purchase Date”); provided, however, that if notice is received prior to the Closing Date, the purchase date will be the Closing Date. Additional Primary Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made sales of Primary Shares in connection with excess of the offering number of the Firm Primary Shares. On each day, if any, that Additional Primary Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Primary Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Primary Shares to be purchased on such Option Closing Date as the number of Firm Primary Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Primary Shares. (b) Upon the terms set forth herein, and subject to the terms and conditions in the Share Lending Agreement, the Company agrees to deliver to the account specified by the Borrower in exchange for payment of the relevant Loan Fee (as defined in the Share Lending Agreement), and the Borrower agrees to borrow from the Company, from time to time pursuant to one or more Borrowing Notices (in each case when used in this Agreement, as defined in the Share Lending Agreement), the Borrowed Shares specified in such Borrowing Notice, and each Underwriter agrees, severally and not jointly, to purchase from the Borrower such Borrowed Shares from the Borrower. The Fund Company hereby agrees that, without the prior written consent of the Representatives, Representative on behalf of the Underwriters, it will not, during the period ending 180 60 days after the date of the ProspectusProspectus (the “restricted period”), (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock, or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock or such other securities, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3iii) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or such other securities. The restrictions contained in the preceding paragraph shall not apply to (i) the Securities to be sold hereunder (including, without limitation, any securities convertible into supplemental Borrowed Shares) or exercisable the Notes to be sold under the underwriting agreement dated the date hereof among the Company and the underwriters party thereto; (ii) the entry into, and transactions pursuant to, the Share Lending Agreement; (iii) the issuance by the Company of shares of Common Stock upon the conversion of shares of, or exchangeable for Common Shares. Notwithstanding as paid as a dividend upon, the foregoingNotes, if (x) during the last 17 days Company’s outstanding 3.25% Convertible Senior Notes due 2016, the Series A Mandatory Convertible Preferred Stock, par value $0.001 per share, of the 180-day Company or the Exchangeable Shares of MCP Exchangeco Inc.; (iv) issuances of shares of Common Stock, options, warrants or other equity awards relating to Common Stock pursuant to the Molycorp, Inc. 2010 Equity and Performance Incentive Plan, provided that such shares, options, warrants or other equity awards are restricted period through the Fund issues an earnings release restricted period; (v) in the case of any existing warrant or material news option to purchase, or other equity award for, shares of Common Stock that is disclosed in the Registration Statement, the Prospectus and the Time of Sale Prospectus, the issuance by the Company of shares of Common Stock upon the exercise or vesting of such warrant, option or equity award, as the case may be; (vi) the filing of a material event registration statement on Form S-8 or other appropriate forms as required by the Securities Act, and any amendments thereto, relating to the Fund occurs, Common Stock or (y) prior other equity-based securities issuable pursuant to the expiration Molycorp, Inc. 2010 Equity and Performance Incentive Plan; (vii) the filing of a registration statement on Form S-4 or other appropriate forms as required by the Securities Act, and any amendments thereto, related to the Common Stock or other equity securities of the 180-day restricted periodCompany issuable in connection with any merger, acquisition or other business combination, provided that three (3) days’ advance notice of such filing is provided to the Fund announces Representative; (viii) any offer or entry into a contract to sell any shares of Common Stock, options, warrants or other convertible securities relating to Common Stock, in connection with any bona fide merger, acquisition, business combination, joint venture or strategic or commercial relationship, to a third party or group of third parties (each an “M&A Transaction”), and any public announcement relating to any such offer or entry into a contract, provided that it will release earnings results during three (3) days’ advance notice of such announcement is provided to the 16-day period beginning on Representative; and (ix) any issuance of shares of Common Stock, options, warrants or other convertible securities relating to Common Stock, in connection with any M&A Transaction of which the last day Underwriters have been advised three (3) days in advance, provided that the recipient of the 180-day periodsuch shares of Common Stock, options, warrants or other convertible securities relating to Common Stock so issued shall agree to be bound by the restrictions imposed in this clause shall continue to apply the preceding paragraph until the expiration of the 18-day period beginning restricted period, and provided that the amount of shares of Common Stock, options, warrants or other convertible securities relating to Common Stock issued in all M&A Transactions in the aggregate do not exceed an amount greater than 15% of the Common Stock outstanding on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plandate hereof.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[______] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [_______________] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholder not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 [·] a share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [·] Additional Shares at the Purchase Price, less [with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule IV hereto]; 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $[●] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, less with each Selling Shareholder selling up to the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto; 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at $19.10 U.S.$________ a share (the "PURCHASE PRICE")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedules II and III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Company and the Selling Stockholders agree to sell to the U.S. Underwriters the Company Additional Shares and the Selling Stockholders' Additional Shares, respectively, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] ______ Additional Shares from the Sellers at the Purchase Price. The U.S. Representatives, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters U.S. Underwriters, may elect to exercise the portion of such option to purchase the Company Additional Shares, in whole or from time in part, only if the U.S. Representatives, on behalf of the U.S. Underwriters, elect to time exercise the portion of such option to purchase all of the Selling Stockholders' Additional Shares. If the U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Sellers in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of U.S. Firm Shares are set forth in Schedule I II hereto opposite the name of such U.S. Underwriter bears to the total number of U.S. Firm Shares, and each of the Sellers agrees, severally and not jointly, to sell up to the number of Additional Shares set forth on Schedule IV opposite the name of such Seller. The Fund Each Seller hereby agrees that, without the prior written consent of the Representatives, [Managing Underwriter] on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Final Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and which option, warrant or conversion feature is described in the Final Prospectus, (C) the sale of any shares of Common Stock to the Company or the purchase of any shares of Common Stock by the Company in accordance with the Company's employee benefit plans or (3D) file transactions by any registration statement with person other than the Commission Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares. In addition, each Selling Stockholder agrees that, without the prior written consent of [Managing Underwriter] on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Final Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Shares Stock or any securities security convertible into or exercisable or exchangeable for Common Shares. Notwithstanding Stock which would cause the foregoing, if (x) during Company to file a registration statement with the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) Commission prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-such 90 day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company at $ per ADS (the respective numbers “Purchase Price”) the number of Firm Shares ADSs (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm ADSs to be sold by the Company as the number of Firm ADSs set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm ADSs. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional SharesShares in the form of Additional ADSs, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares ADSs at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Additional ADSs shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares ADSs but not payable on the such Additional SharesADSs. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares ADSs to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares ADSs nor later than ten business days after the date of such notice. Additional Shares ADSs may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesADSs. On each day, if any, that Additional Shares ADSs are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares ADSs (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares ADSs to be purchased on such Option Closing Date as the number of Firm Shares ADSs set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanADSs.

Agreements to Sell and Purchase. The Fund Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name Selling Shareholder at $19.10 76.41 a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the “Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify ”) the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date sold by the Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees thatFor the avoidance of doubt, without any dividends declared by the Company and payable to holders of record on a date prior written consent to the Closing Date shall be payable to, or received by, the Selling Shareholder. Subject to the sale of the RepresentativesShares by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, on behalf of the Underwriters agree to sell to the Company, and the Company agrees to purchase from the Underwriters, it will not, during the period ending 180 days after number of Repurchase Shares specified herein at the date of price paid by the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventUnderwriters set forth herein. The Fund will provide the Representatives, on behalf number of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common by each Underwriter to the Company shall be based on the same proportion as the number of Shares issued set forth opposite the name of such Underwriter in Schedule I represents to the total number of Shares to be purchased by the Underwriters pursuant to this Agreement. The respective selling obligations of the PlanUnderwriters with respect to the Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representative may determine. Upon completion of the Share Repurchase, the Company shall retire the Repurchase Shares and the Repurchase Shares will no longer be outstanding.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE"). a) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Trust agrees to sell to the Underwriters the Additional Sharesissue and sell, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase from the Trust, the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares Securities set forth in Schedule I hereto opposite the name of such Underwriter bears in Schedule I hereto. The purchase price (“Purchase Price”) for each Security to be paid by the several Underwriters shall be the initial public offering price per Security of $25. As compensation to the total number Underwriters for their commitments hereunder and in view of Firm Shares. The Fund the fact that the proceeds of the sale of the Securities will be used to purchase the Junior Subordinated Debt Securities of the Company, the Company hereby agrees that, without to pay on the prior written consent of the Representatives, on behalf of Closing Date to the Underwriters, it a commission of $0.7875 per Security; provided, however, that with respect to sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”), the Company agrees to pay a commission of $0.50 per Security. The Representative confirms to the Offerors, that for this purpose, the number of Securities sold to Institutional Purchasers is 400,000. The Representative confirms that as a result of such sales, the total underwriting discounts will notdecrease and the total proceeds to the Company will increase by $115,000, during such that the period ending 180 aggregate compensation to the Underwriters shall be $9,335,000. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Trust hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 1,800,000 Option Securities at the same purchase price per share as the Underwriters shall pay for the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time (but not more than once) on or before the 15th day after the date of the initial public offering, upon written or facsimile notice by the Representative to the Trust setting forth the number of share of the Option Securities as to which the several Underwriters are exercising the option and the date on which delivery and payment shall occur, which shall not be less than three business days after the date of the Prospectusnotice of exercise. The number of shares of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, (1) offer, pledge, sell, contract subject to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to anothersuch adjustments as you, in whole or in partyour absolutely discretion, shall make to eliminate any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Planfractional shares.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] per share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Seller, severally and not jointly, hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the ProspectusProspectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into into, or exercisable or exchangeable for for, Common Shares Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3) file or confidentially submit any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into into, or exercisable or exchangeable for for, Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventStock. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements restrictions contained in this the preceding paragraph shall not apply to (a) the Shares to be sold hereunder hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise (including net exercise) of an option or warrant or the conversion of a security outstanding on the date hereof that was granted pursuant to an option plan, incentive plan or stock purchase plan described in the Prospectus, (c) the issuance by the Company of options, restricted stock units or restricted stock awards (including the Common Stock issued upon the settlement or exercise thereof) to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans (including equity incentive plans) described in the Time of Sale Prospectus and the Prospectus, provided that, in connection with the issuance of any such options, restricted stock units, restricted stock awards or shares of Common Shares issued Stock where such securities vest during the Restricted Period, the Company shall cause each recipient thereof to execute and deliver to the Representatives a “lock-up” letter substantially in the form of Exhibit A hereto, (d) the filing by the Company of registration statements on Form S-8 with respect to securities granted pursuant to the Planemployee benefit plans described in the Time of Sale Prospectus and the Prospectus, or (e) the sale or issuance of, or entry into an agreement to sell or issue, shares of Common Stock by the Company in connection with joint ventures, commercial relationships or other strategic transactions and the Company’s acquisition of one or more businesses, assets, products or technologies, provided that the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) does not exceed 5% of the total number of shares of Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement, and provided, further, that all such recipients of shares of Common Stock shall execute and deliver to the Representatives, on or prior to such issuance, a “lock-up” letter substantially in the form of Exhibit A hereto. If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company, which release or waiver shall confirmed in a letter substantially in the form of Exhibit B hereto, and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by (i) a press release substantially in the form of Exhibit C hereto through a major news service or (ii) any other method that satisfies the obligations described in FINRA Rule 5131(d)(2) at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller (as provided in Schedule I) as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Shareholder, as and to the Fund agrees extent provided in Schedule I, agrees, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon (a) On the basis of the representations and warranties herein contained, but contained and subject to the terms and conditions hereinafter statedherein set forth, the Company agrees to sell to the several Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Fund the respective numbers number of Firm Shares from the Company set forth in Schedule I hereto opposite its the name at of such Underwriter. The purchase price for the Firm Shares shall be U.S. $19.10 a share _______ per share. (the "PURCHASE PRICE"). b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] an aggregate of __________ Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the same basis as the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ If the Representative, on behalf of the Underwriters Underwriters, elects to exercise such option, the Representative shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 days after the date of this Agreement. Any exercise ____________, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten five business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. . (c) The Fund Company hereby agrees that, without the prior written consent of the Representatives, Representative on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectusclosing of the offering, (1i) offer, issue, secure, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Subordinate Voting Shares, Multiple Voting Shares or any securities convertible into or exercisable or exchangeable for Common Subordinate Voting Shares or Multiple Voting Shares or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, Subordinate Voting Shares or Multiple Voting Shares whether any such swap or transaction described in clause clauses (1i) or and (2ii) above is to be settled by delivery of Common Subordinate Voting Shares or such Multiple Voting Shares or other securitiessecurities of the Company, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventotherwise. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph foregoing sentence shall not apply to (a) the sale of any Subordinate Voting Shares to be sold hereunder the Underwriters pursuant to this Agreement, (b) the issuance by the Company of Subordinate Voting Shares upon exercise of an option or a warrant or the conversion of a security outstanding on the date of the Prospectus Supplement and of which the Underwriters have been advised in writing, (c) the issuance of any Common options or Subordinate Voting Shares issued pursuant to the PlanCompany's existing option plans; (d) the repurchase of Subordinate Voting Shares pursuant to an employee stock purchase plan from an employee upon termination of such employee's employment or upon the default by such employee on a loan incurred to acquire such Subordinate Voting Shares (or a refinancing of such loans); or (e) the Company's issuance of Subordinate Voting Shares or other securities in connection with the acquisition of any business, facilities or other assets, including the issuance of Subordinate Voting Shares or other securities in connection with employment agreements relating to any such acquisition.

Agreements to Sell and Purchase. The Fund Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby agrees, severally and not jointly, to purchase from the Fund Partnership at $22.82 per Unit (the “Purchase Price”) the respective numbers number of Firm Shares Units (subject to such adjustments to eliminate fractional Common Units as you may determine) set forth in Schedule I hereto opposite its the name at $19.10 a share (the "PURCHASE PRICE")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Partnership agrees to sell to the Underwriters the Additional SharesUnits, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 2,287,500 Additional Shares Units at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares Units to be purchased by the Underwriters and the date on which such shares Common Units are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares nor Units or later than ten business days after the date of such notice. Additional Shares Units may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm SharesUnits. On each day, if any, that Additional Shares Units are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares Units (subject to such adjustments to eliminate fractional shares Common Units as you may determine) that bears the same proportion to the total number of Additional Shares Units to be purchased on such Option Closing Date as the number of Firm Shares Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanUnits.

Agreements to Sell and Purchase. The Fund Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Selling Shareholder at $[—] a share (the respective numbers “Purchase Price”) the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (the "PURCHASE PRICE")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [3,450,000] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇▇▇▇▇ ▇▇▇s ▇▇▇▇▇ & Co. Incorporated may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each of the Company and the Selling Shareholder hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 60 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance of shares of Common Stock upon the exercise of options granted under employee stock option plans existing as of the date hereof, (c) grants of employee stock options or (3) file any registration statement restricted stock in accordance with the Commission terms of a plan in effect on the date hereof, (d) transactions by the Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, and (e) the issuance by the Company of up to 10,006,989 shares of Common Stock (or options, warrants or convertible securities relating to shares of Common Stock) in connection with bona fide mergers or acquisitions, joint ventures, commercial relationships or other strategic transactions, provided that the acquiree of any such shares of Common Shares Stock (or any options, warrants or convertible securities relating to shares of Common Stock) so issued enters into an agreement in the form of Exhibit A hereto with respect to such shares of Common Stock (or options, warrants or convertible into or exercisable or exchangeable securities relating to shares of Common Stock) for Common Sharesthe remainder of the 60-day restricted period and possible extension of such period described below in this paragraph. Notwithstanding the foregoing, if (x1) during the last 17 days of the 18060-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (y2) prior to the expiration of the 18060-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day restricted period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice Company shall promptly notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated of any such announcement earnings release, news or event that gives may give rise to an extension of the initial 60-day restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[·] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Seller, severally and not jointly, hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [·] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any other securities convertible into or exercisable or exchangeable for Common Shares Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Stock, other than registration statements on Form S-8 relating to any employee benefit plan that has been described in the Time of Sale Prospectus. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Time of Sale Prospectus, (c) the issuance by the Company of Common Stock or other securities convertible into or exercisable for shares of Common Stock pursuant to any employee benefit plan that has been described in the Time of Sale Prospectus, (d) the entry into an agreement providing for the issuance by the Company of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with any such acquisition, and the issuance of any such securities pursuant to any such agreement and (e) the entry into an agreement providing for the issuance of shares of Common Stock or any security convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships or other strategic transactions, and the issuance of any such securities pursuant to any such agreement; provided, that in the case of clause (b) or (c), no public reports or filings including but not limited to filings under Section 16 of the Exchange Act will be required to be filed or will be voluntarily made by the undersigned within 30 days after the date of the Prospectus, and after such 30th day, if required, any public report or filing under Section 16 of the Exchange Act shall clearly indicate in the footnotes thereto that the filing relates to an award or the exercise of a stock option pursuant to an employee benefit plan that has been described in the Time of Sale Prospectus, that no shares were sold by the reporting person and that any shares received are subject to a lock-up agreement with the Underwriters; and provided further, that in the case of clauses (d) and (e), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant to clauses (d) and (e) shall not exceed 5% of greater of (x) the total number of shares of the Company’s Common Stock issued and outstanding on the Closing Date immediately following the completion of the transactions contemplated by this Agreement (excluding the issuance and sale of any of the Additional Shares) and (y) the total number of shares of the Company’s Common Stock issued and outstanding immediately following the latest Option Closing Date, if any, preceding the most recent transaction contemplated following the completion of the transactions contemplated by clauses (d) and (e); and provided further, that any such securities issued pursuant to clauses (b), (c), (d) and (e) shall be subject to transfer restrictions substantially similar to those contained in Exhibit A, and the Company shall enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees it will not waive or amend without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters. Notwithstanding the foregoing, if (x1) during the last 17 days of the 180-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (y2) prior to the expiration of the 180-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice Company shall promptly notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC of any such announcement earnings release, news or event that gives may give rise to an extension of the initial 180-day restricted period. The agreements contained If ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, in this paragraph shall not apply its sole discretion, agrees to release or waive the Shares restrictions set forth in a lock-up letter described in Section 6(h) hereof for an officer or director of the Company and provides the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to be sold hereunder announce the impending release or any Common Shares issued pursuant to waiver by a press release substantially in the Planform of Exhibit B hereto through a major news service at least two business days before the effective date of the release or waiver.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $19.3734 a share (other than the Fund Novartis Shares, which shall be purchased at $20.61 per Novartis Share if confirmed for purchase in writing by Novartis as described below) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name of such Underwriter bears to the total number of Firm Shares. It is understood and agreed that the Novartis Shares will initially be reserved for offer and sale to Novartis upon the terms and subject to the conditions set forth in this Agreement and the Prospectus and will be sold to Novartis at $19.10 20.61 per Novartis Share if such Novartis Shares are confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement. Any Novartis Shares that are not confirmed for purchase in writing by Novartis as provided in Section 6(m) of this Agreement may be purchased from the Company at $19.3734 a share (and offered to the "PURCHASE PRICE")public as set forth in the Prospectus. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, certain of the Fund agrees Selling Stockholders agree to sell to the Underwriters up to the number of Additional SharesShares set forth opposite such Selling Stockholder’s name on Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,130,387 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares$19.3734 a share. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold by each Selling Stockholder as set forth on Schedule I hereto. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days beginning on the date of the Prospectus through and including the 90th day after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding Stock, except as may be required pursuant to the foregoing, if (x) during the last 17 days terms of the 180-day restricted period Amended and Restated Stockholders’ Agreement, dated as of July 24, 2004 (the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event“Stockholders’ Agreement”). The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements restrictions contained in this the preceding paragraph shall not apply to (a) the Shares to be sold hereunder hereunder, (b) grants of equity awards under the Company’s equity incentive plans, (c) the issuance of Common Stock by the Company to Novartis in accordance with the terms of the Amended and Restated Stockholders’ Agreement, or any (c) the issuance by the Company of shares of Common Shares issued pursuant to Stock upon the Planexercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 24.202 a share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 427,500 Additional Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Fund and paid or payable on the Firm Shares Shares, but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 6 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and RBC Capital Markets, LLC on behalf of the Underwriters, it will not, during the period ending 180 60 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, other than a registration statement allowing for delayed offerings of Common Shares pursuant to Rule 415 of the Rules and Regulations, provided that no such registration statement may be filed until November 11, 2013, provided further that no offers or sales from such registration statement may be made during the 60-day restricted period. Notwithstanding the foregoing, if (x) during the last 17 days of the 18060-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 18060-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 18060-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, Citigroup Global Markets Inc., UBS Securities LLC and RBC Capital Markets, LLC on behalf of the Underwriters, and each individual subject to the restricted period pursuant to the lock up letters described in paragraph 7(i) with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 27.0048 a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 420,000 Additional Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Fund and paid or payable on the Firm Shares Shares, but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ exercise this right on behalf of the ▇▇▇s ▇▇▇r▇▇▇▇▇ on behalf of the Underwriters in ▇n whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representativeseach of Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and RBC Ca▇▇▇▇▇ M▇▇▇▇▇▇, LLC, on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Final Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any other securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating otherwise. The agreements contained in this paragraph shall not apply to the offering of Shares to be sold hereunder or any Common Shares or any securities convertible into or exercisable or exchangeable for Common Sharesissued pursuant to the Plan. Notwithstanding the foregoing, if If: (x1) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, ; or (y2) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the foregoing restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Fund each Seller, the respective numbers of Firm Primary Shares or Firm Secondary Shares, as applicable, at the purchase price set forth in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters Underwriter the Additional Shares, as applicable, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase up to [ ] the maximum number of Additional Shares at the Purchase Price, less provided, however, that the amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Underwriter may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters exercise this right in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreementthe Prospectus. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), the Underwriter agrees to purchase from the Company an integer number of Additional Shares. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. (a) The Fund hereby agrees Issuers agree to issue and sell the Notes to the several UnderwritersUnderwriters as provided in this Agreement, and each Underwriter, upon on the basis of the representations representations, warranties and warranties agreements set forth herein contained, but and subject to the conditions hereinafter statedset forth herein, agrees, severally and not jointly, to purchase from the Fund Issuers the respective numbers principal amount of Firm Shares Notes set forth opposite such Underwriter’s name in Schedule I hereto opposite its name at $19.10 a share price equal to 99.361% of the principal amount thereof. The Issuers will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided herein. (b) In connection with the issue of the Notes, Deutsche Bank AG, London Branch (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount per share equal to any dividends “Stabilizing Manager”) (or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ persons acting on behalf of the Underwriters Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that which might otherwise prevail, but in whole or from time to time in part by giving written notice so doing, the Stabilizing Manager shall act as principal and not later than 45 days after as agent of the date of this AgreementIssuers. However, stabilization may not necessarily occur. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and stabilization action may begin on or after the date on which such shares are to be purchased. Each purchase date adequate public disclosure of the terms of the Notes is made and, if begun, may cease at any time, but it must be at least one business day after the written notice is given and may not be earlier end no later than the closing date for the Firm Shares nor later than ten business earlier of 30 days after the issue date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally Notes and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 60 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any allotment of the economic consequences Notes. Such stabilization shall be conducted in accordance with all applicable laws, regulations and rules. The Stabilizing Manager acknowledges that the Issuers have not authorised the creation and issue of ownership Notes in excess of €500,000,000 in aggregate principal amount. (c) The execution of this Agreement on behalf of all parties hereto will constitute the acceptance by each Underwriter of the Common Shares, whether ICMA Agreement Among Managers Version 1 (New York Law Schedule) (the “ICMA Agreement”) subject to any amendment notified to such transaction described Underwriter in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file writing at any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) time prior to the expiration receipt by such Underwriter of the 180-day restricted period, document appointing such Underwriter’s authorized signatory and its execution of this Agreement. For the Fund announces that it will release earnings results during the 16-day period beginning on the last day purposes of the 180-day periodICMA Agreement, references to the restrictions imposed in this clause “Managers” shall continue be deemed to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of refer to the Underwriters, with prior notice references to the “Lead Manager” shall be deemed to refer to each of any such announcement that gives rise Barclays Bank PLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and Deutsche Bank AG, London Branch, references to an extension “Settlement Lead Manager” shall be deemed to refer to Deutsche Bank AG, London Branch and references to the “Stabilisation Coordinator” shall be deemed to refer to Deutsche Bank AG, London Branch. Clause 3 of the restricted period. The agreements contained in this paragraph ICMA Agreement shall not apply to the Shares be deemed to be sold hereunder or any Common Shares issued pursuant to the Plandeleted in its entirety and replaced with Section 10 of this Agreement.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon Upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agreesthe Company hereby agrees to sell to the several Underwriters, and each Underwriter, severally and not jointly, hereby agrees to purchase from the Fund Company, at $15.745 a share (the respective numbers “Share Purchase Price”), the number of Firm Shares that bears the same proportion to the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,350,000 Additional Shares at the Share Purchase Price; provided, less however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 ‎4 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 [—] a share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [—] Additional Shares at the Purchase Price; provided, less however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify (i) the number of Additional Shares to be purchased by the Underwriters and (ii) the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund hereby agrees (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell the Firm Shares to the several UnderwritersUnderwriters as provided in this Agreement, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from each of the Fund Selling Stockholders the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 7.62 a share (the "PURCHASE PRICE"“Purchase Price”). Subject to the sale of the Firm Shares by the Selling Stockholders to the Underwriter in compliance with this Agreement, on the Closing Date, each Underwriter agrees, severally and not jointly, upon the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, to sell to the Company, and the Company agrees to purchase from the Underwriters, the respective numbers of the Repurchased Shares set forth on Schedule I opposite its name at the Purchase Price, as further described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. (b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Fund agrees Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule II hereto, to sell the Additional Shares to the several Underwriters and each Underwriter, on the Additional Sharesbasis of the representations, warranties and agreements set forth herein and subject to the Underwriters conditions set forth herein, shall have the right option to purchase, severally and not jointly, up to [ ] from each Selling Stockholder the Additional Shares at the Purchase Price; provided, less however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be being purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter (or such number increased as set forth in Section 12 hereof) bears to the total number of Firm Shares. The Fund hereby agrees that, without Shares being purchased from the prior written consent of Selling Stockholders by the Representatives, on behalf of the several Underwriters, it will notsubject, during however, to such adjustments to eliminate any fractional Shares as the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract Representatives in their sole discretion shall make. Any such election to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Additional Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, shall be made in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating proportion to the offering maximum number of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Additional Shares to be sold hereunder or any Common Shares issued pursuant to the Planby each Selling Stockholder as set forth in Schedule II hereto.

Agreements to Sell and Purchase. (a) The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company at a price of US$88.20 per Share (the “Purchase Price”) the respective numbers number of Firm Shares set forth opposite such Underwriter’s name in Schedule I hereto opposite its name at $19.10 a share hereto. (the "PURCHASE PRICE"). b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the respective number of Additional SharesShares set forth opposite its name in Schedule II hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 2,400,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Underwriters may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters exercise this right in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 13 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Underwriters may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share US$[—] per American Depositary Share (the "PURCHASE PRICE")“Purchase Price”) . On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 18,000,000 Additional Shares in the form of 1,800,000 American Depositary Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell an aggregate of [_____] Firm Shares to the several Underwriters, and each Underwriter, upon . Upon the basis of the representations representations, warranties and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE"). On the basis agreements of the representations and warranties Company herein contained in this Agreement, and subject to its all the terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $[______] per Share (the “purchase price per Share”), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company up to [_______] Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determinedetermine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Planbut no more than once.

Agreements to Sell and Purchase. The Fund Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriterof the Underwriters, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name Selling Shareholder at $19.10 ______ a share (the "PURCHASE PRICE")) the number of Shares (subject to such adjustments to eliminate fractional shares as you may determine) as set forth in Schedule I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Shareholder agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 156,922 Additional Shares at the Purchase Price. If you, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Selling Shareholder in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the 9 9 date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each of the Selling Shareholder and the Company hereby agrees that, without the prior written consent of the Representatives, Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 [___] days after the date of the Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of Common Shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing (C) transactions by any person other than the Company relating to Common Shares or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) the issuance of shares and employee stock options pursuant to the Company's employee stock plans in effect on the date hereof; (E) the granting by the Company of any options, deferred shares or other equity awards under the Company's stock incentive plans, so long as such options do not vest and become exercisable or such deferred share or other awards do not vest, in each case, in the absence of extraordinary events or occurrences beyond the control of the grantee or recipient, until after the expiration of the ___ day period; (F) the issuance by the Company of its securities in connection with acquisitions of businesses or portions thereof, provided the parties in any such acquisition agree in writing to be bound by the foregoing restrictions; (G) the pledge of common shares by employees of the Company to secure loans to purchase its securities; or (3H) file in the cases of natural persons, any disposition made among such persons' family members or affiliates. In addition, the Selling Shareholder agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending [___] days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration statement with the Commission relating to the offering of any Common Shares or any securities security convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $20.88 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Selling Shareholders agree, severally and not jointly, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,800,000 Additional Shares at the Purchase Price; provided, less however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Selling Shareholders not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (each, an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $ per Share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Sellers agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase PricePrice per Share, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters Underwriters, in whole or from time to time in part part, by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least two business days (or, if the purchase date is the closing date for the Firm Shares, at least one business day day) after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date” and, together with the Firm Closing Date (as defined in Section 5), the “Closing Dates” and each a “Closing Date”), each Seller, severally and not jointly, agrees to sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from such Seller the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased sold by such Seller on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund number of Additional Shares to be sold by a Seller on an Option Closing Date shall be the number of Additional Shares that bears the same proportion to the total number of Additional Shares to be sold on such Option Closing Date as the number of Additional Shares set forth in Schedule I hereto opposite the name of such Seller bears to the total number of Additional Shares set forth therein. Each Seller that has not executed and delivered a “lock-up” letter substantially in the form set out in Exhibit A hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 180 days of time set forth opposite such Seller’s name on Schedule IV hereto after the date of the ProspectusProspectus (the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares shares beneficially owned (as such term is used in Rule 13d-3 under the Exchange Act), (or any other securities so owned convertible into or exercisable or exchangeable for Common Shares shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Sharesshares or any other securities convertible into or exercisable or exchangeable for shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares shares or such other securities, in cash or otherwise otherwise, or (3) file any registration statement with the Commission relating to the offering of any Common Shares shares or any securities security convertible into or exercisable or exchangeable for Common shares. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) transactions by a Selling Shareholder relating to shares or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of shares or other securities acquired in such open market transactions; (d) transfers by a Selling Shareholder of shares or any security convertible into or exercisable or exchangeable for shares as a bona fide gift, (e) distributions by a Selling Shareholder of shares or any security convertible into or exercisable or exchangeable for shares to limited partners or stockholders of such Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this provision and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of shares, shall be required or shall be voluntarily made during the applicable Restricted Period referred to in the foregoing sentence, or (e) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares, provided that such plan does not provide for the transfer of shares during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of such Seller. In addition, each Selling Shareholder agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the applicable Restricted Period, other than in connection with the offering, (1) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares or any security convertible into or exercisable or exchangeable for shares, or (2) publicly disclose the intention to do any of the foregoing. Each Selling Shareholder also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (x1) during the last 17 days of the 180-day restricted period applicable Restricted Period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (y2) prior to the expiration of the 180-day restricted periodapplicable Restricted Period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, applicable Restricted Period; the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund Company shall promptly notify the Underwriters of any earnings release, news or event that may give rise to an extension of the initial Restricted Period of any Seller. Each Selling Shareholder agrees that it will provide not engage in any transaction that may be restricted by the Representativestwo preceding paragraphs during the 34-day period beginning on the last day of the applicable initial Restricted Period unless such Selling Shareholder requests and receives prior written confirmation from the Company or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters that the restrictions imposed by the preceding two paragraphs have expired. Additionally, the Company agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on behalf of the Underwriters, with prior notice it will not (i) waive any lock-up provisions of any agreements between the Company and any of its shareholders or release any of its shareholders from lock-up agreements between the Company and such announcement that gives rise shareholders prior to an extension the expiration of the terms of such lock-up provisions or agreements and (ii) grant during the 180-day restricted period any shares to directors who have not executed and delivered a “lock-up” letter substantially in the form of Exhibit A or cause or permit any options over shares of the Company granted to such directors to vest or become exercisable during such period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name Company at $19.10 U.S.$13.385 a share (the "PURCHASE PRICE")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) set forth in SCHEDULE I hereto opposite the name of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 975,000 Additional Shares at the Purchase Price. If the Representatives, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters several Underwriters, elect to exercise such option, the Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. The Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule SCHEDULE I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 60 days after from the date of the Prospectusthis Agreement, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the shares of Common Stock offered hereby, (B) the issuance of shares of Common Stock upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this Prospectus Supplement of which the Underwriters have been advised in writing, (3C) file any registration statement limited partnership units issued in connection with the Commission relating to the offering of any Common Shares or any securities property acquisitions which are not convertible into or exercisable or exchangeable for Common Shares. Notwithstanding Stock until after the foregoing, if (x) during the last 17 days end of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16such 60-day period beginning on or (D) the last day sale of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration shares of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued Stock pursuant to the PlanEVEREN Agreement.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at the Fund Share Offer Price (as defined below) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Global Coordinators may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company and each of the Selling Shareholders agrees to sell to the several Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] an aggregate of 1,406,250 Additional Shares at the Purchase Share Offer Price. If MSIL, less an amount per share equal after consultation with SBIL, elects to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise such option on behalf of the Underwriters Underwriters, MSIL shall so notify the Company and the Selling Shareholders in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise Closing Date, which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchasedpurchased (the "OPTION CLOSING DATE"). Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase (a) first the number of Additional Shares to be purchased from the Company (subject to such adjustments to eliminate fractional shares as you the Global Coordinators may determine) that bears the same proportion to the total number of Additional Shares to be purchased on from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Option Closing Date Underwriter bears to the total number of Firm Shares, and (b) then the number of remaining Additional Shares to be purchased from the Selling Shareholders (subject to such adjustments to eliminate fractional shares as the Global Coordinators may determine) that bears the same proportion to the total number of remaining Additional Shares to be purchased from the Selling Shareholders as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each Seller hereby agrees that, without the prior written consent of the Representatives, Global Coordinators on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) offeroffer to sell, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares shares of its common stock or any securities convertible into or exercisable or exchangeable for Common Shares its common stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Sharesits common stock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares shares of common stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (3C) file transactions by any registration statement with person other than the Commission Company relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the Shares, (D) transfers of shares of common stock or other securities by any Common Shares person other than the Company to the Company or any securities of its subsidiaries pursuant to any purchase rights under the Company's share purchase and share option plans, (E) the issuance by the Company of shares of its common stock to employees of the Company or its subsidiaries, or to subsidiaries of the Company, pursuant to its existing share purchase plans described in the Prospectus and (F) the grant of options to purchase shares of its common stock pursuant to its share option plan. In addition, each Selling Shareholder, agrees that, without the prior written consent of the Global Coordinators on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for Common Shares. Notwithstanding common stock, which consent is hereby given for any action taken in connection with its rights and obligations under the foregoingwarrants registration rights agreement among the Company and The Chase Manhattan Bank, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Planas Warrant Agent.

Agreements to Sell and Purchase. The Fund Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $62.00 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Stockholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 3,000,000 Additional Shares at the Purchase Price; provided, less however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract Any such election to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Additional Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, shall be made in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating proportion to the offering maximum number of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Additional Shares to be sold hereunder or any Common Shares issued pursuant to the Planby each Selling Stockholder as set forth in Schedule I hereto.

Agreements to Sell and Purchase. The Fund Selling Shareholder hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Selling Shareholder the respective numbers of Firm Shares set forth in Schedule Schedules I and II hereto opposite its name at $19.10 U.S.$. a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Shareholder agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 2,250,000 Additional Shares at the Purchase Price. If the U.S. Representatives, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Selling Shareholder in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.set

Agreements to Sell and Purchase. The Fund Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $40.215 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Seller, severally and not jointly, agrees to sell to the Underwriters the portion of the Additional SharesShares shown on Schedule I hereto, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 652,500 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each Selling Stockholder and the Company, as applicable, hereby agrees agree that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇,” and together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Representatives, ”) on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise, (3) publicly announce the intent to do any of the foregoing, or (34) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder or the sale of shares of Common Stock to the Company in connection with the proposed share repurchase as described in the Prospectus, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the filing of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan in effect on the date hereof, (d) transactions by a Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under the Exchange Act (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (e) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (f) transfers of shares of Common Stock or any security convertible into Common Stock to any trust for the direct or indirect benefit of the undersigned or the immediate family of such Selling Stockholder; or (g) distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including limited partners, members, or stockholders of the Selling Stockholder; provided that in the case of any transfer or distribution pursuant to clause (e) through (g), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Stockholder and (ii) no filing under the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90-day restricted period, (iii) each party (transferor, transferee, donor or donee) shall not be required by law (including without limitation the disclosure requirements of the Exchange Act) to make, and shall agree to not voluntarily make, any public announcement of the transfer or disposition (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D/A or 13G/A) made after the expiration of the 90-day restricted period) and (iv) the undersigned notifies the Representatives at least three business days prior to the proposed transfer or disposition, or (i) the sale of shares of Common Stock under a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act in existence prior to November 1, 2010, (j) the establishment of a trading plan pursuant to Rule 10b5-1(c) under the Exchange Act for the transfer of shares of Common Stock, provided that the Company shall prevent the transfer of Common Stock during the 90-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company. In addition, each Selling Stockholder, agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (x1) during the last 17 days of the 18090-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (y2) prior to the expiration of the 18090-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide Company shall promptly notify the Representatives, on behalf of the Underwriters, with prior notice Representatives of any such announcement earnings release, news or event that gives may give rise to an extension of the initial 90-day restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund (a) Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at a price of US$[ ] per Share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustment to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share of such Underwriter bears to the total number of Firm Shares. (the "PURCHASE PRICE"). b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each of the Company and Helion Venture Partners, LLC, SB Asia Investment Fund II L.P., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ severally and not jointly, agrees to sell to the Underwriters the number of Additional Shares, Shares (subject to such adjustment to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Additional Shares to be sold by such Seller as the number of Additional Shares set forth opposite its name on Schedule II hereto bears to the total number of Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 900,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund . (c) Each Seller hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant or exercise any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Ordinary Shares or any other securities convertible into or exercisable or exchangeable for Common Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Ordinary Shares or such other securities, in cash or otherwise or (3) file or cause to be filed any registration statement with the Commission relating to the offering of, or, in the case of each Selling Shareholder, make any Common demand for or exercise any registration right in respect of, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (i) the Shares to be sold hereunder, (ii) the issuance by the Company of Ordinary Shares effective upon the consummation of the Offering, upon the exercise of options or the conversion of securities outstanding on the date hereof, as disclosed in the Time of Sale Prospectus, (iii) the grant by the Company of options under its stock option plans, provided, that, (a) each such grant shall be subject to, and each such grantee shall be bound by, the restrictions contained in the preceding paragraph and (b) the aggregate number of Ordinary Shares underlying all such options shall not exceed 1.5% of the Ordinary Shares outstanding immediately after the completion of the Offering, and (iv) issuances by the Company of up to 2.5% of the Ordinary Shares outstanding immediately after the completion of the Offering (whether in the form of Ordinary Shares or securities convertible or exchangeable into Ordinary Shares) from time to time in connection with any acquisition or merger with another company or an acquisition of assets related to a business from another person or entity. In addition, in the case of each Selling Shareholder, the restrictions contained in the preceding paragraph shall not apply to (i) transactions by a Selling Shareholder relating to Ordinary Shares acquired in open market transactions after the completion of the Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares acquired in such open market transactions, (ii) the exercise of options outstanding on the date hereof, provided that Ordinary Shares issued upon such exercise shall be subject to the restrictions set forth in the preceding paragraph, and (iii) distributions by a Selling Shareholder of Ordinary Shares to limited partners or general partners of the Selling Shareholder; provided that in the case of any distribution pursuant to clause (iii), (a) each distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (b) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares shall be required or shall be voluntarily made in respect of the transfer or distribution during the 90 day restricted period. In addition, each Selling Shareholder agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Ordinary Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (x1) during the last 17 days of the 18090-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (y2) prior to the expiration of the 18090-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day restricted period, the restrictions imposed in by this clause Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide Company shall promptly notify the Representatives, on behalf of the Underwriters, with prior notice Representatives of any such announcement earnings release, news or event that gives may give rise to an extension of the initial 90-day restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name such Seller at $19.10 U.S.$[*****] a share (the "PURCHASE PRICE")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedules II and III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Company and the Selling Stockholders agree to sell to the U.S. Underwriters the Company Additional Shares and the Selling Stockholders' Additional Shares, respectively, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ [*****] Additional Shares from the Sellers at the Purchase Price. The U.S. Representatives, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters U.S. Underwriters, may elect to exercise the portion of such option to purchase the Company Additional Shares, in whole or from time in part, only if the U.S. Representatives, on behalf of the U.S. Underwriters, elect to time exercise the portion of such option to purchase all of the Selling Stockholders' Additional Shares. If the U.S. Representatives, on behalf of the U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Sellers in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.Closing Date

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Company and the Selling Stockholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares from the Company and up to [•] Additional Shares from the Selling Stockholders at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. On each Option Closing Date, each Seller, severally and not jointly, agrees to sell to the Underwriters, the respective number of Additional Shares obtained by multiplying the number of Additional Shares specified in the exercise notice by a fraction, (a) the numerator of which is the number of Shares set forth in this paragraph as the maximum number of Additional Shares to be sold by the Company, in the case of the Company, and the number of Shares set forth next to each Selling Stockholder’s name under “Number of Additional Shares to be Sold” on Schedule I hereto, in the case of each Selling Stockholder, and (b) the denominator of which is the maximum number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine). The Fund Company hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities convertible into or exercisable or exchangeable for Common Shares Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common SharesStock. Notwithstanding The restrictions contained in the foregoingpreceding sentence shall not apply to (a) the Shares to be sold hereunder, if (xb) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance of any option or security issuable under the Company’s 2000 Stock Plan, 2010 Stock Incentive Plan or 2010 Employee Stock Purchase Plan (collectively, the “Equity Plans”) or the filing of a registration statement on Form S-8 with respect to the Equity Plans or (d) the issuance, sale or entry into an agreement to issue or sell shares of common stock in connection with a strategic transaction, including the Company’s acquisition of one or more businesses, products or technology (by means of stock or asset purchase, merger or otherwise); provided the aggregate number of shares the Company may issue pursuant to this subsection (d) shall not exceed 10% of the total number of shares of Common Stock on the completion of the transactions contemplated by this Agreement and provided that any recipient or outstanding shares issued pursuant to this subsection (d) shall execute a lock-up agreement, in substantially the form of Exhibit A hereto. The Company also agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the last 17 period ending 180 days after the date of the 180-day restricted Prospectus, release any holder of Company securities from the transfer restrictions contained in any agreement to which the Company is a party with respect to any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by such holder or any other securities so owned convertible into or exercisable or exchangeable for Common Stock. Each of the Selling Stockholders hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period commencing on the Fund issues an earnings release date hereof and ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or material news contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The restrictions contained in the preceding sentence shall not apply to (a) the Shares to be sold hereunder, (b) transactions by a material event Selling Stockholder relating to shares of Common Stock or other securities acquired in open market transactions after the Fund occurscompletion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (c) transfers by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or (yd) prior distributions by a Selling Stockholder of shares of Common Stock or any security convertible into Common Stock to affiliates, subsidiaries, limited partners, general partners, members or stockholders of the Selling Stockholder, (e) transfers of shares of Common Stock or any security convertible into or exchangeable for Common Stock by will or intestate succession to the expiration undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the Selling Stockholder or members of the Selling Stockholder’s immediate family; provided that in the case of any transfer or distribution pursuant to clause (c), (d) or (e), (i) each donee, distributee or transferee shall enter into a written agreement accepting the restrictions set forth in this paragraph as if it were a Selling Stockholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the 180-day restricted period, (f) the Fund announces “net” exercise of outstanding options in accordance with their terms, provided the Company becomes the owner of the shares of Common Stock surrendered in the net exercise and that it such shares of Common Stock will release earnings results during be subject to the 16-day period beginning restrictions imposed on the last day Company under this Section 3, (g) the exercise for cash, including payment in cash of any tax withholding obligation, of any options or warrants to acquire Common Stock outstanding as of the date hereof, provided any shares of Common Stock received or acquired pursuant to such exercise shall be subject to restrictions hereof; provided that in the case of any exercise pursuant to clause (f) or (g), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the 180-day restricted period, or (h) the restrictions imposed in this clause establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 180-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall continue to apply until the expiration be required of or voluntarily made by or on behalf of the 18Selling Stockholder or the Company during the 180-day period beginning on restricted period. In addition, each Selling Stockholder agrees that, without the issuance prior written consent of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and Deutsche Bank Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for, or exercise any right with prior notice respect to, the registration of any such announcement that gives rise to an extension shares of the restricted periodCommon Stock or any security convertible into or exercisable or exchangeable for Common Stock. The agreements contained in this paragraph shall not apply Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares to be sold hereunder or any Common Shares issued pursuant to held by such Selling Stockholder except in compliance with the Planforegoing restrictions.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Stockholder agrees to sell to the Underwriters the Additional SharesShares (solely to cover over-allotments, if any), and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm option to purchase Additional Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (solely to cover over-allotments, if any) (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Additional Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Additional Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from each Selling Shareholder at $58.8862 per share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Ventures agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 629,599 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇▇▇▇▇ ▇▇▇s ▇▇▇▇ & Co. Incorporated (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇▇▇▇▇ and Company, LLC (“Cowen”) may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Cowen on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common SharesStock. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or that is described in the Time of Sale Prospectus, (c) the grant of options or the issuance of shares of Common Stock to employees, officers, directors, advisors or consultants pursuant to any employee benefit plan described in the Prospectus or (d) the filing of any registration statement on Form S-8 in respect of any employee benefit plan described in the Prospectus. Notwithstanding the foregoing, if (xi) during the last 17 days of the 18090-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (yii) prior to the expiration of the 18090-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice Company shall promptly notify ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Cowen of any such announcement earnings release, news or event that gives may give rise to an extension of the initial 90-day restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to issue and sell [—] Shares to the several UnderwritersUnderwriters at a price of $[—] per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Fund Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto opposite its name annexed hereto. Moreover, the Company hereby agrees to issue and sell up to [—] Additional Shares to the Underwriters at $19.10 a the Purchase Price less an amount per share (equal to any cash dividend declared and payable by the "PURCHASE PRICE"). On Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to [ ] all or any portion of the Additional Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions cash dividend declared and payable by the Fund and payable Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such noticenotice unless otherwise agreed to in writing by the parties. Additional Shares may be purchased as provided in Section 5 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I annexed hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to issue and sell 1,500,000 Shares, and each Selling Stockholder, severally and not jointly, hereby agrees to sell the number of Firm Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto, to the several UnderwritersUnderwriters at a price of $25.5825 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, hereby agrees, severally and not jointly, to purchase from the Fund Company and each Selling Stockholder at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Managers may determine) set forth opposite the name of such Underwriter set forth in Schedule II hereto. Moreover, each Selling Stockholder, severally and not jointly, hereby agrees to sell up to the number of Additional Shares set forth opposite such Selling Stockholder’s name in Schedule I hereto opposite its name to the Underwriters at $19.10 a share (the "PURCHASE PRICE"). On Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to [ ] the Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Managers may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Managers may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby Each Selling Stockholder agrees thatto advise the Managers promptly, without and if requested by the prior written consent of the RepresentativesManagers, on behalf of the Underwritersconfirm such advice in writing, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by so long as delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission a prospectus relating to the offering of Shares by an underwriter or dealer may be required under the Securities Act, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding change in information contained in the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted periodRegistration Statement, the Fund announces that it will release earnings results during the 16-day period beginning on the last day Time of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release Sale Prospectus or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any Prospectus that relates to such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanSelling Stockholder.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price. You, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC as Representatives, may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from each Selling Shareholder the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each of the Company and each Selling Shareholder hereby agrees that, without the prior written consent of the Representatives, Representatives on behalf of the Underwriters, it will not, during the period ending 180 [90] days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Ordinary Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Ordinary Shares or any securities convertible into or exercisable or exchangeable for Common Ordinary Shares. The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of Ordinary Shares of which the Representatives have been advised in writing upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and which is described in the Time of Sale Prospectus, (c) transactions by a Selling Shareholder relating to Ordinary Shares or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Ordinary Shares or other securities acquired in such open market transactions, (d) transfers by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares as a bona fide gift, or (e) distributions by a Selling Shareholder of Ordinary Shares or any security convertible into Ordinary Shares to limited partners or stockholders of the Selling Shareholder or to shareholders of stockholders of the Selling Shareholder; provided that in the case of any transfer or distribution pursuant to clause (d) or (e), (i) each donee or distributee shall enter into a written agreement accepting the restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Ordinary Shares, shall be required or shall be voluntarily made in respect of the transfer or distribution during the [90]-day restricted period. In addition, each Selling Shareholder, agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending [90] days after the date of the Prospectus, make any demand for, or exercise any right with respect to, the registration of any Ordinary Shares or any security convertible into or exercisable or exchangeable for Ordinary Shares. Each Selling Shareholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Ordinary Shares held by such Selling Shareholder except in compliance with the foregoing restrictions. Notwithstanding the foregoing, if (x1) during the last 17 days of the 180-day [90]-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, ; or (y2) prior to the expiration of the 180-day [90]-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day [90]-day period, the restrictions imposed in by this clause agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide Company shall promptly notify the Representatives, on behalf of the Underwriters, with prior notice Representatives of any such announcement earnings release, news or event that gives may give rise to an extension of the initial [90]-day restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Stockholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [•] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $39.5650 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,284,593 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇▇▇▇▇ ▇▇▇s ▇▇▇▇▇ may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[ l ] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ l ] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $20.79 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Selling Stockholder agrees to sell to the Underwriters the Additional SharesShares (solely to cover over-allotments, if any), and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 2,790,000 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm option to purchase Additional Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (solely to cover over-allotments, if any) (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Additional Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Additional Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several UnderwritersInitial Purchaser, and each Underwriterthe Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Fund the respective numbers Company $325,000,000 principal amount of Firm Shares set forth in Schedule I hereto opposite its name Securities at $19.10 a share purchase price of 97% of the principal amount thereof (the "PURCHASE PRICE")) plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters Initial Purchaser the Additional SharesSecurities, and the Underwriters Initial Purchaser shall have the right to purchase, severally and not jointly, purchase up to [ ] $75,000,000 principal amount of Additional Shares Securities at the Purchase PricePrice plus accrued interest, less an amount per share equal if any, to any dividends or distributions declared by the Fund date of payment and payable on the Firm Shares but not payable on the Additional Sharesdelivery. Morgan Stanley & Co. LLC The Initial Purchaser may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters exercise this right in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchaser and the date on which such shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Shares Securities may be purchased as provided in Section 5 hereof 4 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm SharesSecurities. The Fund Company hereby agrees that, without the prior written consent of the Representatives, on behalf of the UnderwritersMorgan Stanley & Co. Incorporated, it will not, during the period ending 180 days after en▇▇▇▇ ▇0 ▇▇▇▇ ▇fter the date of the ProspectusMemorandum, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares shares of common stock of the Company or any securities convertible into or exercisable or exchangeable for Common Shares common stock of the Company or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Sharescommon stock of the Company, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares common stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventotherwise. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph foregoing sentence shall not apply to (A) the Shares sale of the Securities under this Agreement, (B) the issuance by the Company of any shares of common stock upon the exercise of an option or warrant or the conversion of the Securities or of a security outstanding on the date hereof or (C) the grant by the Company of options to directors and employees of the Company and its subsidiaries in the ordinary course of business; provided that any such options are either not exercisable during the period ending 90 days after the date of the Memorandum or are issued to directors or employees who have agreed to be sold hereunder or any Common Shares issued pursuant to bound by the Planterms of the lock-up agreement described in the Memorandum in the section entitled "Plan of Distribution."

Agreements to Sell and Purchase. The Fund (a) Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[●] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share of such Underwriter bears to the total number of Firm Shares. (the "PURCHASE PRICE"). b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, less provided, however, that, if applicable, the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share share, if any, equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholders not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a ______ per share; provided however, that firm shares purchased from the Underwriters by existing stockholders of the Company or their affiliated entities, up to _______________ initial Firm Shares, will be at $______ per share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] _______________ Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On the time and date of each day, if any, that such payment for Additional Shares are to be purchased (each an "OPTION CLOSING DATE"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, directly or indirectly, during the period commencing on the date of this Agreement and ending 180 days after the date of the Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters to be sold hereunder or (3b) file any registration statement with the Commission relating exercise of options or warrants to purchase shares of Common Stock; provided, that, the shares of Common Stock acquired upon exercise of such options or warrants remain subject to the offering "lock-up" agreement, substantially in the form of any Common Shares or any securities convertible into or exercisable or exchangeable for Common SharesExhibit A hereto. Notwithstanding the foregoing, if (xi) during the last 17 days of the 180-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund occurs, Company occurs or (yii) prior to the expiration of the 180-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund Company will provide the Representatives, on behalf of Representatives and each individual subject to the Underwriters, restricted period pursuant to the "lock-up" agreement described above with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter statedCompany agrees to issue and sell 8,500,000 Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in SCHEDULE II hereto and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Fund the respective numbers each Seller at a price per share of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share ______ (the "PURCHASE PRICE")) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE I hereto bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, (i) the Fund Company agrees to issue and sell up to the Underwriters the 1,513,500 Additional Shares, Shares and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] an aggregate of 1,513,500 Additional Shares from the Company at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in SCHEDULE I bears to the total number of Firm Shares. The Fund Sellers (other than Onex DHC LLC) hereby agrees thatagree, without severally and not jointly, and the prior written consent Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the Representatives, on behalf directors and executive officers of the UnderwritersCompany and (ii) each stockholder listed on ANNEX I hereto, it will notpursuant to which each such person agrees, during the period ending 180 days after the date of the Prospectus, (1) not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any Common Shares common stock of the Company or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole such common stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securitiescommon stock, in cash or otherwise or (3) file any registration statement with the Commission relating except to the offering Underwriters pursuant to this Agreement, for a period of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares90 days after the date of the Prospectus without the prior written consent of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation. Notwithstanding the foregoing, if during such period (xi) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued Company may grant stock options pursuant to the PlanCompany's existing stock option plan, (ii) the Company may issue shares of its common stock under its employee stock purchase plan or upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, and (iii) J2R Partners may sell shares pursuant to this Agreement.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[●] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to issue and sell 15,000,000 Shares to the several UnderwritersUnderwriters at a price of $8.595 per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Fund Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto opposite its name annexed hereto. Moreover, the Company hereby agrees to issue and sell up to 2,250,000 Additional Shares to the Underwriters at $19.10 a the Purchase Price less an amount per share (equal to any cash dividend declared and payable by the "PURCHASE PRICE"). On Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to [ ] the Additional Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions cash dividend declared and payable by the Fund and payable Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I annexed hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company and each Selling Shareholder hereby agrees agree, severally and not jointly, to sell to the several UnderwritersUnderwriters the Firm Shares in the respective amounts set forth in Schedule I hereto, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company and the Selling Shareholders the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its name at $19.10 _____ a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to issue and sell to the Underwriters the Additional Shares, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 300,000 Additional Shares at the Purchase Price. If you, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, without the prior written consent of the Representatives, on Morg▇▇ ▇▇▇n▇▇▇ ▇▇ behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Each Selling Shareholder hereby agrees to execute and deliver on or before the Closing Date a "lock-up" agreement substantially in the form of Exhibit A hereto. In addition, each Selling Shareholder agrees that, without the prior written consent of Morg▇▇ ▇▇▇n▇▇▇ ▇▇ behalf of the Underwriters, it will not, during the period ending 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell make any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lenddemand for, or otherwise transfer or dispose ofexercise any right with respect to, directly or indirectly, the registration of any shares of Common Shares Stock or any securities security convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanStock.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $______ a share (the Fund "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Shareholder agrees to sell to the Underwriters such number of Additional Shares as are set forth opposite the Additional Sharesname of such Selling Shareholder in Schedule I hereto, and the Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 1,312,500 Additional Shares at the Purchase Price. If you, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Shareholders in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. The maximum number of Additional Shares to be purchased from each Selling Shareholder is set forth in Schedule I hereto. If less than the maximum number of Additional Shares are to be purchased hereunder, then each Selling Shareholder other than ▇▇. ▇▇▇▇▇▇ ▇. Kass agrees to sell to the Underwriters that number of Additional Shares (subject to such adjustment to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Selling Shareholder bears to the total number of Firm Shares less the number of firm shares sold by ▇▇. ▇▇▇▇. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company and each Selling Shareholder hereby agrees that, without the prior written consent of the Representatives, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, and with respect to any trust, partnership or other entity controlled by or under common control with any such Selling Shareholder, the Selling Shareholder will not allow such entity to, during the period ending 180 [___] days after the date of the Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (3C) file transactions by any registration statement with person other than the Commission Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of any Common the Shares or (D) the purchase by the Company of up to a maximum of _______ shares of its Common Stock pursuant to its previously announced stock buyback program. Finally, each Selling Shareholder, agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated on behalf of the Underwriters, it will not, during the period ending [___] days after the date of the Prospectus, make any securities demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanStock.

Agreements to Sell and Purchase. The Fund Each Selling Stockholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Stockholder at $[●] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Shares to be sold by such Selling Stockholder as the number of Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, each Selling Stockholder, severally and not jointly, agrees, as and to the Fund agrees extent indicated in Schedule I hereto, to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [●] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole whole, or from time to time in part part, by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made sales of shares in connection with the offering excess of the number of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule Schedules I and II hereto opposite its name names at $19.10 U.S.$______ a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its the terms and conditionsconditions set forth herein, the Fund Company agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 600,000 Additional Shares at the Purchase Price. If you, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ U.S. Representatives, on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify the Company in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.Additional

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers of Firm Shares set forth in Schedule Schedules I and II hereto opposite its name names at $19.10 U.S.$_____ a share (the "PURCHASE PRICE"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, [the Fund Company][DEC] agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S. Underwriters shall have the a one-time right to purchase, severally and not jointly, up to [ ] 22,500,000 Additional Shares at the Purchase Price. If the U.S. Representatives, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters U.S. Underwriters, elect to exercise such option, the U.S. Representatives shall so notify [the Company][DEC] in whole or from time to time in part by giving written notice writing not later than 45 30 days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the U.S. Underwriters and the date on which such shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each U.S. Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the U.S. Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of U.S. Firm Shares set forth in Schedule I hereto opposite the name of such U.S. Underwriter bears to the total number of U.S. Firm Shares. The Fund Each of (i) the Company and (ii) DuPont and any of its affiliates hereby agrees that, without the prior written consent of the Representatives, Morg▇▇ ▇▇▇n▇▇▇ & ▇o. Incorporated on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3) file any registration statement otherwise, except in connection with the Commission relating to split-off described in the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventProspectus under "Prospectus Summary - Separation from DuPont". The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph foregoing sentence shall not apply to (A) the Shares to be sold hereunder or (B) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion or issuance upon cancellation of a security outstanding on the date hereof of which the Underwriters have been advised in writing or (c) transactions by any other person other than the Company and DuPont relating to shares of Common Shares issued Stock or other securities acquired in open market transactions after the completion of the Offerings. The restrictions on the Company are subject to exceptions for the issuance of Company Stock Options and Common Stock pursuant to the Planexisting employee benefit plans.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company at $17.42875 a share (the “Purchase Price”) the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (the "PURCHASE PRICE")of such Underwriter. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Option Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional 450,000 Option Shares at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the Additional such Option Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Option Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Option Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Option Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Option Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Option Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $24.125 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 2,730,000 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company hereby agrees that, that without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC (together, the Representatives, “Managers”) on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares or Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise, or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventStock. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements restrictions contained in this the preceding paragraph shall not apply to (a) the Shares to be sold hereunder hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or any warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the grant of options or the issuance of shares of Common Shares issued Stock by the Company to employees, officers, directors, advisors or consultants of the Company pursuant to employee benefit plans in effect on the Plandate hereof and described in the Time of Sale Prospectus, (d) the filing by the Company of a registration statement with the Commission on Form S-8 in respect of any shares issued under or the grant of any award pursuant to an employee benefit plan in effect on the date hereof and described in the Time of Sale Prospectus or (e) the sale or issuance of or entry into an agreement to sell or issue shares of Common Stock or securities convertible into or exercisable for Common Stock in connection with any (i) mergers, (ii) acquisition of securities, businesses, property or other assets, (iii) joint ventures, (iv) strategic alliances, (v) partnerships with experts or other talent to develop or provide content, (vi) equipment leasing arrangements or (vii) debt financing; provided, that the aggregate number of shares of Common Stock or securities convertible into or exercisable for Common Stock (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue pursuant to this clause (e) shall not exceed 5% of the total number of shares of the Company’s Common Stock issued and outstanding immediately following the completion of the transactions contemplated by this Agreement; and provided further, that each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock pursuant to this clause (e) shall execute a lock-up agreement substantially in the form of Exhibit A hereto.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund the respective numbers principal amount of Firm Shares Notes set forth in Schedule I hereto opposite its name at $19.10 a 24.21875 per share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees to sell to the Underwriters the Additional Shares, Notes and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] $8,625,000 principal amount of Additional Shares Notes at the Purchase Price, less an amount per share equal Price (without giving effect to any dividends or distributions declared by accrued interest from the Fund and payable on Closing Date to the Firm Shares but not payable on the Additional SharesOption Closing Date, as defined below). Morgan Stanley & Co. LLC The Representative may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than 45 thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number total aggregate principal amount of Additional Shares Notes to be purchased by the Underwriters and the date on which such shares Additional Notes are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares Notes nor later than ten business days after the date of such notice. Additional Shares Notes may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesNotes. On each dayOption Closing Date, if any, that Additional Shares Notes are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) Notes that bears the same proportion to the total number principal amount of Additional Shares Notes to be purchased on such Option Closing Date as the number principal amount of Firm Shares Notes set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number principal amount of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the PlanNotes.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agreesagrees to purchase from the Company at a price of $ a share (the “Purchase Price”), representing a public offering price of $ a share (the “Public Offering Price”) after discounts and commissions of $ a share (the “Discount”), the Firm Company Shares. Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from such Selling Shareholders at $1,000 per Unit (the Fund “Unit Purchase Price”) the respective numbers number of Firm Shares Units (subject to such adjustment to eliminate fractional shares or fractional warrants as you may determine) that bears the same proportion to the number of Units to be sold by such Selling Shareholder as the number of Units set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Units. The Underwriters will not receive any discounts or commissions or other compensation in connection with surrendering the Warrants to the Company for cancellation. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional SharesUnderwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] Additional Shares at the Purchase Price, less an amount a purchase price per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional SharesPurchase Price. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that on which Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each Seller hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ Securities Inc. (“▇.▇. ▇▇▇▇▇▇”), it will not, during the period ending 180 60 days after the date of the ProspectusProspectus Supplement, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise or (3) with respect to the Company, file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common SharesStock. Notwithstanding In addition, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not release any person from complying with the foregoing, if (x) during the last 17 days terms of the 180Lock-day restricted period Up Agreements (as defined in Section 6(i) hereto) without the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration written consent of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event▇.▇. ▇▇▇▇▇▇. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements restrictions contained in this the preceding paragraph shall not apply to (a) the Units and the Shares to be sold hereunder hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing, (c) the issuance by the Company of shares of restricted stock or options or other securities authorized for issuance under employee benefit plans in effect on the date hereof and filed with the Commission, (d) the filing by the Company of a registration statement on Form S-8 for the registration of shares of Common Stock issuable in connection with grants made under employee benefit plans in effect on the date hereof and filed with the Commission, or (e) transactions by a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions. In addition, each Selling Shareholder, agrees that, without the prior written consent of the Underwriters, it will not, during the period ending 60 days after the date of the Prospectus Supplement, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Shares issued pursuant Stock. Each Selling Shareholder consents to the Planentry of stop transfer instructions with the Company’s transfer agent for the Units against the transfer of any Units or any Preferred Shares or Warrants comprising such Units held by such Selling Shareholder except in compliance with the foregoing restrictions.

Agreements to Sell and Purchase. The Fund hereby agrees to sell to the several Underwriters, and each Underwriter, upon On the basis of the representations ------------------------------- and warranties herein containedcontained in this Agreement, but and subject to its terms and conditions, (i) the conditions hereinafter statedCompany agrees to issue and sell __________ Firm Shares, (ii) each Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto, and (iii) each Underwriter agrees, severally and not jointly, to purchase from each Seller at a price per share of $______ (the Fund "Purchase Price") the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $19.10 a share (bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees (i) each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Additional SharesShares set forth opposite such Selling Stockholder's name in Schedule __ hereto, and (ii) the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] an aggregate __________ Additional Shares from such Selling Stockholders at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each dayThe Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof. The date specified in any such notice shall be a business day (i) no earlier than the Closing Date (as hereinafter defined), if any, that (ii) no later than ten business days after such notice has been given and (iii) no earlier than two business days after such notice has been given. If any Additional Shares are to be purchased (an "OPTION CLOSING DATE")purchased, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that which bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date from the Company as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Fund Sellers hereby agrees thatagree, without severally and not jointly, and the prior written consent Company shall, concurrently with the execution of this Agreement, deliver an agreement executed by (i) each of the Representatives, on behalf directors and officers of the UnderwritersCompany who is not a Selling Stockholder and (ii) each stockholder listed on Annex I hereto, it will notpursuant to which each such person agrees, during the period ending 180 days after the date of the Prospectus, (1) not to offer, pledge, sell, contract to sell, sell grant any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, of any Common Shares common stock of the Company or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole such common stock or in part, any other manner transfer all or a portion of the economic consequences of associated with the ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securitiescommon stock, in cash or otherwise or (3) file any registration statement with the Commission relating except to the offering Underwriters pursuant to this Agreement, for a period of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares___ days after the date of the Prospectus without the prior written consent of ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation. Notwithstanding the foregoing, if during such period (xi) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued Company may grant stock options pursuant to the PlanCompany's existing stock option plan and (ii) the Company may issue shares of its common stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company at the purchase price set forth in Schedule I hereto (the “Purchase Price”) the respective numbers of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] the number of Additional Shares set forth, as applicable, in Schedule I at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters once in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 2 hereof solely for the purpose of covering over-allotments made sales of Class A Shares in connection with excess of the offering number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE")Option Closing Date, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite its name at $19.10 a share US$[•] per American Depositary Share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,050,000 Additional Shares in the form of 525,000 ADSs at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one two business day days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $24.83 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Selling Stockholders, severally and not jointly, hereby agree to sell to the Underwriters the number of Additional SharesShares set forth on Schedule I hereto opposite the name of such Selling Stockholder, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 940,070 Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Each Seller hereby agrees that, without the prior written consent of the Representatives▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 180 90 days after the date of the Prospectus, Prospectus (the “Restricted Period)” (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or Stock, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise, or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common SharesStock. Notwithstanding The restrictions contained in the foregoingpreceding paragraph shall not apply to: (a) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift or charitable contribution; (b) transfers of shares of Common Stock or any security convertible into Common Stock (i) to an immediate family member (defined as a person related to a Selling Stockholder by any relationship by blood, marriage, domestic partnership or adoption no more remote than a first cousin) of such Selling Stockholder, (ii) by will, other testamentary document or intestate succession, (iii) to any trust or partnership for the direct or indirect benefit of a Selling Stockholder or an immediate family member of such Selling Stockholder, (iv) if (x) during the last 17 days Selling Stockholder is a trust, to a trustor or beneficiary of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurstrust, or (yv) prior not involving a change in beneficial ownership; (c) transactions relating to shares of Common Stock or other securities sold to the Underwriters pursuant to this Agreement; (d) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the public offering of the Shares; (e) transfers or distributions of shares of Common Stock or any security convertible into Common Stock to affiliates of the Selling Stockholder, including current partners, members, managers, stockholders or other principals (or to the estates of any of such persons) of such Selling Stockholder, or transfers or distributions of shares of Common Stock or any security convertible into Common Stock to a person or entity controlled by, controlling or under common control or management with the Selling Stockholder or to the partners, members, managers, stockholders or other principals of such person or entity (or to the estates of any of such persons); (f) transfers to the Company of shares of Common Stock or any security convertible into or exercisable for Common Stock in connection with (i) the termination of service of an employee or other service provider pursuant to agreements that provide the Company with an option to repurchase such shares, or (ii) agreements that provide the Company with a right of first refusal with respect to transfers of such shares; (g) transfers of shares of Common Stock or any security convertible into Common Stock to the Company in connection with the exercise of options or warrants, including on a “cashless” basis, or for the purpose of satisfying any tax or other governmental withholding obligation solely in connection with a transaction exempt from Section 16(b) of the Exchange Act; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that, such plan does not provide for the transfer of Common Stock during the Restricted Period and, other than disclosure in the Prospectus, no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Selling Stockholder or the Company except if such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; provided that in the case of any transfer or distribution pursuant to clause (a), (b) or (e), (i) each donee, distributee or transferee shall sign and deliver a letter substantially in the form of Exhibit A hereto, and (ii) any such transfer or disposition shall not involve a disposition for value; and provided further that in the case of any transfer or distribution pursuant to clause (a), (b), (d), (e), (f), (g), or (h), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period (other than a Form 5 made when required after the expiration of the 180-day Restricted Period); (i) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or in connection with the vesting of restricted periodstock units, or the conversion of a security, in each case outstanding on the date hereof of which the Underwriters have been advised in writing; (j) the grant or issuance by the Company of employee, consultant or director stock options or restricted stock or restricted stock units or Common Stock under stock plans described in the Registration Statement, the Fund announces Time of Sale Prospectus or Prospectus, provided that it will release earnings results in the case of each such grant or issuance, such stock options, restricted stock or restricted stock units shall be subject to the Company’s standard vesting terms and a condition that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until Restricted Period (other than a Form 5 made when required after the expiration of the 18-day period beginning Restricted Period); (k) the filing of a registration statement with the Commission on Form S-8 relating to the offering of securities in accordance with the terms of a plan described in the Registration Statement, the Time of Sale Prospectus or Prospectus, or (l) the issuance by the Company of shares of Common Stock in an amount up to 8% of the earnings release Company’s outstanding shares of Common Stock in connection with a merger, acquisition, strategic commercial arrangement or other similar transaction, provided that in the occurrence case of any transfer or distribution pursuant to this clause (l), each distributee shall sign and deliver a lock-up letter substantially in either the material news or material event. The Fund will provide form of Exhibit A. In addition, each Selling Stockholder, agrees that, without the Representativesprior written consent of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, together on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for, or exercise any right with prior respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. If ▇▇▇▇▇▇▇, Sachs & Co. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, in their sole discretion, agrees to release or waive the restrictions set forth in a lock-up letter described in Section 6(g) hereof for an officer or director of the Company and provides the Company with notice of any such announcement that gives rise to an extension the impending release or waiver at least three business days before the effective date of the restricted period. The agreements contained release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in this paragraph shall not apply to the Shares to be sold hereunder form of Exhibit B hereto through a major news service at least two business days before the effective date of the release or any Common Shares issued pursuant to the Planwaiver.

Agreements to Sell and Purchase. The Fund (a) Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Selling Shareholder at $[ ] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Selling Shareholder as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share of such Underwriter bears to the total number of Firm Shares. (the "PURCHASE PRICE"). b) On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund TBI agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 975,000 Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. . (c) The Fund Company hereby agrees that, without the prior written consent of the Representatives, M▇▇▇▇▇ S▇▇▇▇▇▇ on behalf of the Underwriters, it will not, during the period ending 180 90 days after the date of the Prospectus, (1i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares Stock, (ii) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1i), (ii) or (2iii) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise. The restrictions contained in this paragraph shall not apply to (A) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing or which is set forth in the Prospectus; (B) transactions by any person other than the Company relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares; (C) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors, advisors or consultants pursuant to an employee benefit plan described in the Prospectus; or (3D) file the filing of any registration statement with the Commission relating to the offering on Form S-8 in respect of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. employee benefit plan described in the Prospectus. (d) Notwithstanding the foregoing, if (xi) during the last 17 days of the 18090-day restricted period the Fund Company issues an earnings release or material news or a material event relating to the Fund Company occurs, or (yii) prior to the expiration of the 18090-day restricted period, the Fund Company announces that it will release earnings results during the 16-day period beginning on the last day of the 18090-day period, the restrictions imposed in this clause on the Company by Section 3(c) above shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[ l ] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 a share (of such Underwriter bears to the "PURCHASE PRICE")total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund agrees Selling Shareholders agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ l ] Additional Shares at the Purchase Price, less 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 or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company and the Selling Shareholders not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Fund Company the respective numbers number of Firm Shares set forth in Schedule I hereto opposite its name at $19.10 a share US$[●] per American Depositary Share (the "PURCHASE PRICE"“Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Company hereby agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ ] 1,500,000 Additional Shares in the form of 1,500,000 American Depositary Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at a price of $[•] a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule I II hereto opposite its the name at $19.10 of such Underwriter bears to the total number of Firm Shares. The Public Offering Price of the Shares is not in excess of the price recommended by ▇.▇. ▇▇▇▇▇▇ Securities LLC, acting as a share (“qualified independent underwriter” within the "PURCHASE PRICE")meaning of Rule 5121 of the FINRA. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund Baring Selling Shareholder agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [ [·] Additional Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Fund and payable on the Firm Shares but not payable on the Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the aggregate number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.

Agreements to Sell and Purchase. The Fund Each Selling Shareholder, severally and not jointly, hereby agrees to sell to the several UnderwritersUnderwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from such Selling Shareholder at $27.93 a share (the Fund “Purchase Price”) the respective numbers number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) to be sold by such Selling Shareholder as set forth in Schedule I hereto opposite its name at $19.10 a share (the "PURCHASE PRICE")hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Fund each Selling Shareholder, severally and not jointly, agrees to sell to the Underwriters Underwriter such Selling Shareholder’s proportionate amount of the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase such Selling Shareholder’s proportionate amount of the Additional Shares (which in the aggregate shall be up to [ ] 182,070 Additional Shares Shares) at the Purchase Price, less provided, however, that the amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on the Firm Shares but not payable on the such Additional Shares. Morgan Stanley & Co. LLC You may exerci▇▇ ▇▇▇s ▇▇▇▇▇ on behalf of the Underwriters exercise this right in whole or from time to time in part by giving written notice not later than 45 thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of the total number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as Date. Each of the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund Company and each Selling Shareholder, severally and not jointly, hereby agrees that, without the prior written consent of the Representatives, on behalf of the UnderwritersUnderwriter, it will not, during the period commencing on the date hereof and ending 180 ninety (90) days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock beneficially owned (as such term is used in Rule 13d-3 of the Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for Common Shares Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common SharesStock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares Stock or such other securities, in cash or otherwise otherwise; or (3) file any registration statement with the Commission relating to the offering of any shares of Common Shares Stock or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material eventStock. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements restrictions contained in this the preceding paragraph shall not apply to (a) the Shares to be sold hereunder hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof or the issuance or grant by the Company of options, shares, restricted stock units, restricted stock or other equity or equity-linked securities under any employee benefit plan existing on the date hereof, (c) transactions by a Selling Shareholder relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the offering of the Shares, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions, (d) transfers by a Selling Shareholder of shares of Common Stock or any security convertible into Common Shares issued Stock as a bona fide gift, (e) distributions by a Selling Shareholder of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Shareholder, (f) transfers of Common Stock by a Selling Shareholder (1) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of such Selling Shareholder’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of such Selling Shareholder’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (2) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined in Rule 405 under the Securities Act) of such Selling Shareholder and such transfer is not for value; provided that in the case of any transfer or distribution pursuant to clause (d), (e), or (f), (i) each donee, distributee or transferee shall enter into a written agreement accepting the Plan.restrictions set forth in the preceding paragraph and this paragraph as if it were a Selling Shareholder and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in respect of the transfer or distribution during the ninety (90)-day restricted period, or (g) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the ninety

Agreements to Sell and Purchase. The Fund Company hereby agrees to issue and sell [•] Shares to the several UnderwritersUnderwriters at a price of $[•] per share (the “Purchase Price”), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter statedherein set forth, agrees, severally and not jointly, to purchase from the Fund Company at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter set forth in Schedule I hereto opposite its name annexed hereto. Moreover, the Company hereby agrees to issue and sell up to [•] Additional Shares to the Underwriters at $19.10 a the Purchase Price less an amount per share (equal to any cash dividend declared and payable by the "PURCHASE PRICE"). On Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares, and the Underwriters, upon the basis of the representations and warranties contained in this Agreementherein, and but subject to its the terms and conditionsconditions herein set forth, the Fund agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right (but not the obligation) to purchase, severally and not jointly, up to [ ] the Additional Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions cash dividend declared and payable by the Fund and payable Company on the Firm Shares but only to the extent that such dividend is not payable on the Additional Shares. Morgan Stanley & Co. LLC The Representatives may exerci▇▇ ▇▇▇s ▇▇▇▇▇ exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 45 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof by the Underwriters solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "OPTION CLOSING DATE"“Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I annexed hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Fund hereby agrees that, without the prior written consent of the Representatives, on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares. Notwithstanding the foregoing, if (x) during the last 17 days of the 180-day restricted period the Fund issues an earnings release or material news or a material event relating to the Fund occurs, or (y) prior to the expiration of the 180-day restricted period, the Fund announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions imposed in this clause shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Fund will provide the Representatives, on behalf of the Underwriters, with prior notice of any such announcement that gives rise to an extension of the restricted period. The agreements contained in this paragraph shall not apply to the Shares to be sold hereunder or any Common Shares issued pursuant to the Plan.