Common use of Defaulting Underwriter Clause in Contracts

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholder shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company and the Selling Shareholder as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company and the Selling Shareholder, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the applicable Additional Closing Date, as the case may be, for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the applicable Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Sections 11 and 13 hereof and except that the provisions of Sections 9 and 11 hereof shall not terminate and shall remain in effect. Nothing contained herein shall relieve the Company from any of its obligations contained in Section 11 hereof. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time or a Date of Delivery Date, any Underwriter defaults on its obligation to purchase the Shares which Notes that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder, the Representatives shall have non-defaulting Underwriters may in their discretion arrange for the rightpurchase of such Notes by other persons satisfactory to the Issuer [and the Guarantor[s]] on the terms contained in this Agreement. If, within 24 36 hours thereafterafter any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Notes, then the Issuer [and the Guarantor[s]] shall be entitled to make arrangements for one or more a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters, or any other underwritersacting reasonably, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased Notes on such dateterms. If other persons become obligated or agree to purchase the Notes of a defaulting Underwriter, each of either the non-defaulting Underwriters or the Issuer [and the Guarantor[s]] may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Issuer [and the Guarantor[s]] or counsel for the Underwriters may be necessary in the Registration Statement, the Time of Sale Information and the Prospectus or in any other document or arrangement, and the Issuer [and the Guarantor[s]] agree to promptly prepare any amendment or supplement to the Registration Statement, the Time of Sale Information and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 11, purchases Notes that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer [and the Guarantor[s]] as provided in paragraph (a) above, the aggregate principal amount of such Notes that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Notes, then the Issuer [and [the/each] Guarantor] shall be obligated, severally and not jointly, have the right to require each non-defaulting Underwriter to purchase the full principal amount thereof in of Notes that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share (based on the proportions principal amount of Notes that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase hereunder) of the underwriting obligations Notes of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by the non-defaulting UnderwritersUnderwriters and the Issuer [and the Guarantor[s]] as provided in paragraph (a) above, or (ii) the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, or if the number of Defaulted Securities exceeds 10% of Issuer [and the number of Shares to be purchased on such dateGuarantor[s]] shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Issuer [or [the/any] Guarantor], except that the Issuer [and [the/each] Guarantor] will continue to be liable for the payment of expenses as set forth in Section 12 hereof and except that the provisions of Section 8 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Issuer[, [the/any] Guarantor] or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one any Underwriter or more of the Underwriters shall fail at default in its or their obligations to purchase Shares hereunder on the Closing Time Date or a any Option Closing Date and the aggregate number of Delivery Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the total number of Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Option Closing Date, each as the case may be, the Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the full amount thereof in Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, as the proportions that their respective underwriting obligations hereunder bear to case may be. If any Underwriter or Underwriters so default and the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Option Closing Date, as the case may be, and arrangements satisfactory to the Representatives, the Company and the Selling Shareholders for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement orwill terminate, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders, except as provided in Section 12. No action taken pursuant to this Section 10 shall Nothing herein will relieve any a defaulting Underwriter from liability in respect of for its default. . (b) In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may beAgreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, for a period not exceeding seven days days, in order to effect any required changes in to the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non‑defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date, as the case may be for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 13, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company and the Selling Shareholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 13 shall be without liability on the part of the Company and the Selling Shareholder, except that the Company will continue to be liable for the payment of expenses as set forth in Section 14 hereof and except that the provisions of Section 10 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Option Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Securities that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder, the Representatives shall have non-defaulting Underwriters may in their discretion arrange for the rightpurchase of such Securities by other persons satisfactory to the Company and the Selling Stockholder on the terms contained in this Agreement. If, within 24 36 hours thereafterafter any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company and the Selling Stockholder shall be entitled to make arrangements for one a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or more agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters, the Selling Stockholder or the Company may postpone the Closing Date or the Option Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Stockholder, or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 11, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Selling Stockholder, and the Company as provided in paragraph (a) above, the aggregate number of the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% one-tenth of the aggregate number of Shares the Securities to be purchased on such date, then the Company and the Selling Stockholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of the proportions Securities that their respective underwriting obligations such Underwriter agreed to purchase hereunder bear plus such Underwriter’s pro rata share (based on the number of the Securities that such Underwriter agreed to purchase hereunder) of the underwriting obligations Securities of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchaseSelling Stockholder, and the Company to sellas provided in paragraph (a) above, the Optional Shares aggregate number of the Securities that remains unpurchased exceeds one-tenth of the aggregate number of the Securities to be purchased purchased, or if the Company and sold on such Date of Delivery the Selling Stockholder shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 12 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one If, on the First Closing Date or more of the Underwriters shall fail at Second Closing Date, as the Closing Time or a Date of Delivery case may be, any Underwriter defaults on its obligation to purchase the Shares which Securities that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Issuer on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Issuer shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Issuer may postpone the First Closing Date or the Second Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Issuer or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in any other underwritersdocument or arrangement, and the Issuer agrees to promptly prepare any amendment or supplement to the Registration Statement, the Pricing Disclosure Package and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the First Closing Date or the Second Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Securities to be purchased on such Closing Date, then the Issuer shall have the right to require each non-defaulting Underwriter to purchase all, but not less than all, the principal amount of the Defaulted Securities in that such amounts as may be Underwriter agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed to purchase hereunder on such arrangements within date plus such 24-hour period, then: Underwriter’s pro rata share (i) if based on the number of Defaulted Securities does not exceed 10% that such Underwriter agreed to purchase hereunder on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Issuer as provided in paragraph (a) above, the aggregate number of Shares Securities that remain unpurchased on the First Closing Date or the Second Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Securities to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) or if the number of Defaulted Securities exceeds 10% of Issuer shall not exercise the number of Shares to be purchased on such dateright described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Second Closing TimeDate, the obligation of the Underwriters to purchasepurchase Securities on the Second Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Issuer, except that the Issuer will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Issuer or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have non-defaulting Underwriters may in their discretion arrange for the rightpurchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours thereafterafter any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to make arrangements a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for one up to five full business days (or more of longer if mutually agreed between the Company and the non-defaulting Underwriters, ) in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the aggregate number of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement orAgreement, or with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date, as the case may be for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 13, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company and the Selling Shareholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 13 shall be without liability on the part of the Company and the Selling Shareholder, except that the Company will continue to be liable for the payment of expenses as set forth in Section 14 hereof and except that the provisions of Section 10 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase pay for the Shares which that it or they are obligated has subscribed hereunder to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased receive on such date, each of the non-defaulting Underwriters shall be obligated, severally may in their discretion arrange for the subscription and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear payment for such Shares by other persons satisfactory to the underwriting obligations of all Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting UnderwritersUnderwriters do not arrange for the subscription and payment for such Shares, orthen the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to subscribe and pay for such Shares on such terms. If other persons become obligated or agree to subscribe and pay for the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, subscribes and pays for Shares for which a defaulting Underwriter subscribed but failed to pay. (iib) if If, after giving effect to any arrangements for the subscription and payment for the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Defaulted Securities exceeds 10% Shares that remain unpaid for on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares that have been subscribed to be received on such date, then the Company shall have the right to require each non-defaulting Underwriter to subscribe and pay for the number of Shares that such Underwriter subscribed to receive on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter subscribed to receive on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the subscription and payment for the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpaid for on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares that have been subscribed to be purchased received on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchase, receive and pay for such Shares on the Company to sell, the Optional Shares to be purchased and sold on such Additional Closing Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholders as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company and the Selling Shareholders as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company and the Selling Shareholders, except that the Company and the Selling Shareholders will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five (5) full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” or “Underwriters” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed on Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% of one eleventh (1/11th)]of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one eleventh (1/11th) of the number aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus, the Canadian Offering Memorandum or the Canadian Non-Offering Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus, the Canadian Offering Memorandum or the Canadian Non-Offering Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained in paragraphs (a), (b) and (c) above herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company and the Selling Shareholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 6 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Securities that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of such amounts Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% one-eleventh of the aggregate number of Shares the Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the aggregate number of Securities that such Underwriter agreed to purchase on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointlythe aggregate number of such Securities that remains unpurchased on the Closing Date or the Additional Closing Date, to purchase as the full amount thereof in case may be, exceeds one-eleventh of the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations aggregate number of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Securities on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date (solely in the case of the non-defaulting Underwriters and the Company), as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one any Underwriter or more of the Underwriters shall fail at default in its or their obligations to purchase Shares hereunder on the Closing Time Date or a any Option Closing Date and the aggregate number of Delivery Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the total number of Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Option Closing Date, each as the case may be, the Underwriters may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the full amount thereof in Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, as the proportions that their respective underwriting obligations hereunder bear to case may be. If any Underwriter or Underwriters so default and the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Option Closing Date, as the case may be, and arrangements satisfactory to the Underwriters and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement orwill terminate, with respect subject to any Date the provisions of Delivery which occurs after the Closing TimeSection 12, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company, except as provided in Section 12. No action taken pursuant to this Section 10 shall Nothing herein will relieve any a defaulting Underwriter from liability in respect of for its default. . (b) In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may beAgreement, either the (i) Representatives Underwriters or (ii) the Company shall have the right to postpone the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, for a period not exceeding seven days days, in order to effect any required changes in to the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriter may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Stockholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriter does not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriter to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriter or the Company and the Selling Stockholder may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Stockholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Shares of a defaulting Underwriter by the terms herein set forth; if, howevernon-defaulting Underwriter, the Representatives shall not have completed such arrangements within such 24-hour periodCompany and the Selling Stockholder as provided in paragraph (a) above, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, each of then the Company and the Selling Stockholder shall have the right to require the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by the non-defaulting UnderwritersUnderwriter, or the Company and the Selling Stockholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Stockholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting Underwriter. No action taken Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of the Company and the Selling Stockholder, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company, the Selling Stockholder or the non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchase, and purchase Offered ADSs on the Company to sell, the Optional Shares to be purchased and sold on such Additional Closing Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of costs and expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Securities that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five (5) full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such amounts Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% one-eleventh of the number aggregate principal amount of Shares the Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointlythe aggregate principal amount of such Securities that remains unpurchased on the Closing Date or the Additional Closing Date, to purchase as the full case may be, exceeds one-eleventh of the aggregate principal amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Securities on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within thirty-six (36) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five (5) full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” or “Underwriters” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed on Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one eleventh (1/11th) of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one eleventh (1/11th) of the number aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company and the Selling Shareholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchase, and purchase Shares on the Company to sell, the Optional Shares to be purchased and sold on such Additional Closing Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company and the Selling Shareholder will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company and the Selling Shareholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company and the Selling Shareholder will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters any Underwriter shall fail at the Closing Time or a Date of Delivery default in its obligation to purchase the Shares which it or they are obligated has agreed to purchase under this Agreement hereunder at a Time of Delivery, you may in your discretion purchase or arrange for another party or other parties, reasonably satisfactory to the Company, which determination by the Company shall not be unreasonably delayed (taking into consideration the “Defaulted Securities”)thirty-six hour time-frame for making such determination) or withheld, to purchase such Shares on the Representatives terms contained herein. If within thirty-six hours after such default by any Underwriter you do not purchase or so arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have purchased or so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the rightright to postpone such Time of Delivery for a period of not more than seven days, within 24 hours thereafterin order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, to make or in any other documents or arrangements for one or more in connection with the offering of the Shares pursuant hereto, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your or in the Company’s reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section for a defaulting Underwriter with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, due to the default of any Underwriter or Underwriters to purchase the Shares which such Underwriter or Underwriters have agreed to purchase hereunder, the aggregate number of such Shares which remains unpurchased (after giving effect to any arrangements that may have been made for the purchase of any such Shares by you or the Company as provided in subsection (a) above), does not exceed one-tenth of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriters, or any other underwriters, Underwriter to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, due to the default of any Underwriter or Underwriters to purchase the Shares which such Underwriter or Underwriters have agreed to purchase hereunder, the aggregate number of Shares which remains unpurchased (after giving effect to any arrangements that may have been made for the purchase of any such Shares by you or the Company as provided in Section 9(a) hereof) exceeds one-tenth of the aggregate number of all the Shares to be purchased on at such dateTime of Delivery, each of or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations Shares of all non-a defaulting Underwriter or Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, then this Agreement (or, with respect to any Date the Second Time of Delivery which occurs after the Closing TimeDelivery, the obligation obligations of the Underwriters to purchase, purchase and of the Company to sell, sell the Optional Shares to be purchased and sold on such Date of Delivery Shares) shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters, respectively, as and to the extent provided in Section 10 6 hereof, and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery any Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have non-defaulting Underwriters may in their discretion arrange for the rightpurchase of such Shares by other persons satisfactory to the Company and the Forward Seller on the terms contained in this Agreement. If, within 24 36 hours thereafterafter any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to make arrangements for one a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or more agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters, the Forward Seller or the Company may postpone the Closing Date or the relevant Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters or the Forward Seller may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Shares of a defaulting Underwriter or Underwriters by the terms herein set forth; if, howevernon-defaulting Underwriters, the Representatives shall not have completed such arrangements within such 24-hour periodForward Seller and the Company as provided in paragraph (a) above, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the relevant Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company or the Forward Seller, as applicable, shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Forward Seller and the Company as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the relevant Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company or the Forward Seller, as applicable, shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchase, and the Company to sell, the Optional purchase Shares to be purchased and sold on such Additional Closing Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, the Forward Seller or the Forward Counterparty, except that the Company will continue to be liable for the payment of expenses as set forth in Section 12 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company, the Forward Seller, the Forward Counterparty or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one any Underwriter or more of the Underwriters shall fail at default in its or their obligations to purchase Depositary Shares hereunder on the Closing Time Date or a any Date of Delivery and the aggregate number of Depositary Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the total number of Depositary Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Date of Delivery, each as the case may be, the Representative may make arrangements satisfactory to the Company for the purchase of such Depositary Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or Date of Delivery, as the case may be, the non-defaulting Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the full amount thereof in Depositary Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Date of Delivery, as the proportions that their respective underwriting obligations hereunder bear to case may be. If any Underwriter or Underwriters so default and the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Depositary Shares with ​ respect to which such default or defaults occur exceeds 10% of the total number of Depositary Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Date of Delivery, as the case may be, and arrangements satisfactory to the Representative and the Company for the purchase of such Depositary Shares by other persons are not made within 36 hours after such default, this Agreement orwill terminate, with respect subject to any Date the provisions of Delivery which occurs after the Closing TimeSection 12, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company, except as provided in Section 12. No action taken pursuant to this Section 10 shall Nothing herein will relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may beAgreement, either the (i) Representatives Representative or (ii) the Company shall have the right to postpone the Closing Time Date or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1011.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 13, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 14 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery any Additional Closing Date, as applicable, any Underwriter defaults on its obligation to purchase the Depositary Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder, the Representatives shall have the rightwithout relieving any defaulting Underwriter from liability for its default, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters may in their discretion arrange for the purchase of such Depositary Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Depositary Shares, then the Company shall be obligated, severally and not jointly, entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Depositary Shares on such terms. If other persons become obligated or agree to purchase the full amount thereof in Depositary Shares of a defaulting Underwriter, either the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if Underwriters or the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after Company may postpone the Closing TimeDate or any Additional Closing Date, as applicable, for up to five full business days in order to effect any changes that in the obligation opinion of counsel for the Company or counsel for the Underwriters to purchasemay be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to sellpromptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the Optional term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Depositary Shares that a defaulting Underwriter agreed but failed to be purchased purchase. (b) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and sold on the Company as provided in paragraph (a) above, the aggregate principal amount of such Date Depositary Shares that remains unpurchased does not exceed one-eleventh of Delivery the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Depositary Shares that such Underwriter agreed to purchase hereunder plus such Underwriter’s pro rata share of the Depositary Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Depositary Shares that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Depositary Shares, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or the Company, except for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Securities that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Disclosure Package and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Pricing Disclosure Package and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Securities that such Underwriter agreed to purchase on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate principal amount of Shares Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Securities on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Selling Stockholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Selling Stockholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Stockholders or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Selling Stockholders as provided in such amounts paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% one-tenth of the aggregate number of Shares to be purchased on such date, then the Selling Stockholders shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Selling Stockholders and as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-tenth of the number aggregate amount of Shares to be purchased on such date, or if the Selling Stockholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 , shall be without liability on the part of the Company and the Selling Stockholders, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholders or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one A. If, on the First Closing Date or more of the Underwriters shall fail at Option Closing Date, as the Closing Time or a Date of Delivery case may be, any Underwriter defaults on its obligation to purchase the Offered Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered Shares on such terms. If other persons become obligated or agree to purchase the Offered Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the First Closing Date or the Option Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Preliminary Prospectus, the Prospectus and the Time of Sale Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule A hereto that, pursuant to this Section 10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. B. If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (A) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered Shares that remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Offered Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered Shares that such Underwriter agreed to purchase on such date) of the Offered Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. C. If, after giving effect to any arrangements for the purchase of the Offered Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (A) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered Shares that remain unpurchased on the First Closing Date or the Option Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Offered Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (B) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Option Closing TimeDate, the obligation of the Underwriters to purchase, and purchase Offered Shares on the Company to sell, the Optional Shares to be purchased and sold on such Option Closing Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 4 hereof and except that the provisions of Section 10 hereof shall not terminate and shall remain in effect. D. Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Selling Stockholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Selling Stockholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Stockholders or counsel for the Underwriters may be necessary in the Registration Statement, the Preliminary Prospectus and the Final Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Preliminary Prospectus and the Final Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Selling Stockholders as provided in such amounts paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% one-tenth of the aggregate number of Shares to be purchased on such date, then the Selling Stockholders shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Selling Stockholders and as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-tenth of the number aggregate amount of Shares to be purchased on such date, or if the Selling Stockholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 , shall be without liability on the part of the Company and the Selling Stockholders, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholders or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters any Underwriter shall fail at the Closing Time or a Date of Delivery default in its obligation to purchase the Shares which it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after at the Closing Time, Time or the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Option Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives non-defaulting Underwriter may in its discretion arrange for it or (ii) another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriter does not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the non-defaulting Underwriter to purchase such Shares on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriter notifies the Company that it has so arranged for the purchase of such Shares, or the Company notifies the non-defaulting Underwriter that the Company has so arranged for the purchase of such Shares, the non-defaulting Underwriter or the Company shall have the right to postpone either the Closing Time or the relevant Date of DeliveryOption Closing Time, as the case may be, for a period of not exceeding more than seven days days, in order to effect any required whatever changes may thereby be made necessary in the Registration Statement, the General Disclosure Package Statement or the Prospectus Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendment to the Registration Statement or the Prospectus which in the opinion of the non-defaulting Underwriter may thereby be made necessary. As The term "Underwriter" as used herein, the term “Underwriter” includes in this Agreement shall include any person substituted for an Underwriter under this Section 10with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Defaulting Underwriter. (a) If one any Underwriter or more of the Underwriters shall fail at default in its or their obligations to purchase Shares hereunder on the Closing Time Date or a any Option Closing Date and the aggregate number of Delivery Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the total number of Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Option Closing Date, each as the case may be, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date or Option Closing Date, as the case may be, the non-defaulting Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the full amount thereof in Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date, as the proportions that their respective underwriting obligations hereunder bear to case may be. If any Underwriter or Underwriters so default and the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares that the Underwriters are obligated to be purchased purchase on such dateClosing Date or Option Closing Date, as the case may be, and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 36 hours after such default, this Agreement orwill terminate, with respect subject to any Date the provisions of Delivery which occurs after the Closing TimeSection 12, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting UnderwriterUnderwriter or the Company, except as provided in Section 12. No action taken pursuant to this Section 10 shall Nothing herein will relieve any a defaulting Underwriter from liability in respect of for its default. . (b) In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may beAgreement, either the (i) Representatives or (ii) the Company shall have the right to postpone the Closing Time Date or the relevant Date of DeliveryOption Closing Date, as the case may be, for a period not exceeding seven days days, in order to effect any required changes in to the Registration Statement, the General Disclosure Package Statement or the Prospectus or in any other documents or arrangements. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered Securities that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Offered Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered Securities on such terms. If other persons become obligated or agree to purchase the Offered Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Offered Securities that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Offered Securities of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Offered Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-tenth of the aggregate number of Shares Offered Securities to be purchased on such date, then the Company shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Offered Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Offered Securities that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Offered Securities of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company as provided in paragraph (iia) if above, the aggregate number of Defaulted Offered Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be exceeds 10% one-tenth of the number aggregate amount of Shares Offered Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered Securities on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Stockholders may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company and the Selling Stockholders as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company and the Selling Stockholders as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Stockholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company and the Selling Stockholders will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholders may postpone the Closing Date or the Additional Closing Date (solely in the “Defaulted Securities”case of the non-defaulting Underwriters and the Company), as the Representatives shall have case may be, for up to five full business days in order to effect any changes that in the rightopinion of counsel for the Company, within 24 hours thereaftercounsel for the Selling Shareholders or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or (b) If, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholders as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non- defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 1013.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company and the Selling Shareholder may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company, counsel for the Selling Shareholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Shares of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Company and the Selling Shareholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company and the Selling Shareholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company and the Selling Shareholder, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have non-defaulting Underwriters may in their discretion arrange for the rightpurchase of such Shares by other persons satisfactory to the Company and the Forward Sellers on the terms contained in this Agreement. If, within 24 36 hours thereafterafter any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to make arrangements for one a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or more agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters, the Forward Sellers or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters or the Forward Sellers may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1-A hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Shares of a defaulting Underwriter or Underwriters by the terms herein set forth; if, howevernon-defaulting Underwriters, the Representatives shall not have completed such arrangements within such 24-hour periodForward Sellers and the Company as provided in paragraph (a) above, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company or the Forward Sellers, as applicable, shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Forward Sellers and the Company as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company or the Forward Sellers, as applicable, shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchase, and purchase Shares on the Company to sell, the Optional Shares to be purchased and sold on such Additional Closing Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, the Forward Sellers or the Forward Counterparties, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company, any Forward Seller, any Forward Counterparty or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Securities that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement (provided that any such Additional Closing Date shall not be postponed beyond the thirteenth calendar day immediately following, and including, the Closing Date), and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section ‎10, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph ‎(a)‎ above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Securities to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Securities that such Underwriter agreed to purchase on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph ‎(a)‎ above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate principal amount of Shares Securities to be purchased on such date, or if the Company shall not exercise the right described in paragraph ‎(b)‎ above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Securities on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section ‎10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section ‎11 hereof and except that the provisions of Section ‎7‎ hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Units that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Units by other persons satisfactory to the Selling Unitholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Selling Unitholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. If other persons become obligated or agree to purchase the Units of a defaulting Underwriter, either the non-defaulting Underwriters or the Partnership and the Selling Unitholder may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Partnership, counsel for the Selling Unitholder or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Units that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Selling Unitholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Units that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Units to be purchased on such date, then the Selling Unitholder shall have the right to require each non-defaulting Underwriter to purchase the number of Units that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Units that such Underwriter agreed to purchase on such date) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Selling Unitholder as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Units that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Units to be purchased on such date, or if the Selling Unitholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Units on the Additional Closing Date, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Partnership or the Selling Unitholder, except that the Partnership and the Selling Unitholder will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership, the Selling Unitholder or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional SharesDate, as the case may be, either any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, within thirty-six (i36) Representatives or (ii) hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Company shall have be entitled to a further period of thirty-six (36) hours within which to procure other persons satisfactory to the right non-defaulting Underwriters to postpone Closing Time purchase such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the relevant Company may postpone the Closing Date of Deliveryor the Additional Closing Date, as the case may be, for a period not exceeding seven up to five (5) full business days in order to effect any required changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement, the General Disclosure Package or Statement and the Prospectus or in any other documents document or arrangementsarrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used hereinin this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.term

Defaulting Underwriter. (a) If one or more of the Underwriters any Underwriter shall fail at the Closing Time or a Date of Delivery default in its obligation to purchase the Shares which it or they are obligated has agreed to purchase under this Agreement hereunder at a Time of Delivery, you may in your discretion purchase or arrange for another party or other parties, reasonably satisfactory to the Company, which determination by the Company shall not be unreasonably delayed (taking into consideration the “Defaulted Securities”)thirty-six hour time-frame for making such determination) or withheld, to purchase such Shares on the Representatives terms contained herein. If within thirty-six hours after such default by any Underwriter you do not purchase or so arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have purchased or so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the rightright to postpone such Time of Delivery for a period of not more than seven days, within 24 hours thereafterin order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, to make or in any other documents or arrangements for one or more in connection with the offering of the Shares pursuant hereto, and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus which in your or in the Company’s reasonable opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section for a defaulting Underwriter with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (b) If, due to the default of any Underwriter or Underwriters to purchase the Shares which such Underwriter or Underwriters have agreed to purchase hereunder, the aggregate number of such Shares which remains unpurchased (after giving effect to any arrangements that may have been made for the purchase of any such Shares by you or the Company as provided in subsection (a) above), does not exceed one-tenth of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriters, or any other underwriters, Underwriter to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, due to the default of any Underwriter or Underwriters to purchase the Shares which such Underwriter or Underwriters have agreed to purchase hereunder, the aggregate number of Shares which remains unpurchased (after giving effect to any arrangements that may have been made for the purchase of any such Shares by you or the Company as provided in Section 9(a) hereof) exceeds one-tenth of the aggregate number of all the Shares to be purchased on at such dateTime of Delivery, each of or if the Company shall not exercise the right described in Section 9(b) hereof to require non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations Shares of all non-a defaulting Underwriter or Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, then this Agreement (or, with respect to any Date the Second Time of Delivery which occurs after the Closing TimeDelivery, the obligation obligations of the Underwriters to purchase, purchase and of the Company to sell, sell the Optional Shares to be purchased and sold on such Date of Delivery Shares) shall terminate thereupon terminate, without liability on the part of any non-defaulting Underwriter. No action taken pursuant Underwriter or the Company, except for the expenses to this be borne by the Company and the Underwriters, respectively, as and to the extent provided in Section 10 6 hereof, and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve any a defaulting Underwriter from liability in respect of for its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery an Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company and the Selling Shareholders on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company and the Selling Shareholders shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or such Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company and the Selling Shareholders as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or an Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company and the Selling Shareholders shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Shares that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Shares of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Company and the Selling Shareholders as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or an Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company and the Selling Shareholders shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchase, and the Company to sell, the Optional purchase Shares to be purchased and sold on such Date of Delivery Additional Closing Date, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 12 shall be without liability on the part of the Company or the Selling Shareholders, except that each of the Company and the Selling Shareholders will continue to be liable for the payment of expenses as set forth in Section 13 hereof and except that the provisions of Section 9 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Shareholders or any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Units that it or they are obligated has agreed to purchase under hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Units by other persons satisfactory to the Partnership and the Selling Unitholder on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership and the Selling Unitholder shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. If other persons become obligated or agree to purchase the Units of a defaulting Underwriter, either the non-defaulting Underwriters or the Partnership may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Partnership agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. (the “Defaulted Securities”)b) If, the Representatives shall have the right, within 24 hours thereafter, after giving effect to make any arrangements for one the purchase of the Units of a defaulting Underwriter or more of Underwriters by the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Partnership and the Selling Unitholder as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Units that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Units to be purchased on such date, then the Partnership and the Selling Unitholder shall have the right to require each of the non-defaulting Underwriters shall be obligated, severally and not jointly, Underwriter to purchase the full amount thereof in number of Units that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the proportions number of Units that their respective underwriting obligations hereunder bear such Underwriter agreed to purchase on such date) of the underwriting obligations Units of all such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, or the Partnership and the Selling Unitholder as provided in paragraph (iia) if above, the aggregate number of Defaulted Securities Units that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Units to be purchased on such date, or if the Partnership and the Selling Unitholder shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchase, and purchase Units on the Company to sell, the Optional Shares to be purchased and sold on such Additional Closing Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Partnership and the Selling Unitholder, except that the Partnership will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Partnership, the Selling Unitholder or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non- defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have non-defaulting Underwriters may in their discretion arrange for the rightpurchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 24 36 hours thereafterafter any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to make arrangements a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for one up to five full business days (or more of longer if mutually agreed between the Company and the non-defaulting Underwriters, ) in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Shares on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives Representative shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the number of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives Representative or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Defaulting Underwriter. (a) If one or more of the Underwriters shall fail at If, on the Closing Time Date or a Date of Delivery the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares which Offered ADSs that it or they are obligated has agreed to purchase under this Agreement (the “Defaulted Securities”)hereunder on such date, the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting UnderwritersUnderwriters may in their discretion arrange for the purchase of such Offered ADSs by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Offered ADSs, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Offered ADSs on such terms. If other persons become obligated or agree to purchase the Offered ADSs of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other underwritersdocument or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase all, but not less than all, of the Defaulted Securities Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in such amounts as may be agreed upon and upon the terms herein set forth; if, howeverparagraph (a) above, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed 10% one-eleventh of the aggregate number of Shares Offered ADSs to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Offered ADSs that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Offered ADSs that such Underwriter agreed to purchase on such date) of the Offered ADSs of such defaulting Underwriter or Underwriters for which such arrangements have not been made. (c) If, after giving effect to any arrangements for the purchase of the Offered ADSs of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters shall be obligatedand the Company as provided in paragraph (a) above, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the aggregate number of Defaulted Securities Offered ADSs that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds 10% one-eleventh of the number aggregate amount of Shares Offered ADSs to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Date of Delivery which occurs after the Additional Closing TimeDate, the obligation of the Underwriters to purchasepurchase Offered ADSs on the Additional Closing Date, and as the Company to sellcase may be, the Optional Shares to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any the non-defaulting UnderwriterUnderwriters. No action taken Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company and the Underwriters will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. (d) Nothing contained herein shall relieve any a defaulting Underwriter from of any liability in respect of it may have to the Company or any non-defaulting Underwriter for damages caused by its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Optional Shares, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.