Common use of Effectiveness; Defaulting Underwriters Clause in Contracts

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule 2 bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth of such principal amount of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Bank for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Bank. In any such case either the Representatives or the Bank shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Stock that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities shares of Stock to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities shares of Firm Stock set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities shares of Firm Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities shares of Stock that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number shares of Securities set forth opposite its name in Schedule 2 hereto Stock without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Stock and the aggregate principal amount number shares of Securities Firm Stock with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities shares of Firm Stock to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Stock are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Stock and the aggregate number of shares of Additional Stock with respect to which such default occurs is more than one-tenth of the aggregate number of shares of Additional Stock to be purchased on such Option Closing Date, the non-defaulting Underwriter shall have the option to (i) terminate their obligation hereunder to purchase the Additional Stock to be sold on such Option Closing Date or (i) purchase not less than the number of shares of Additional Stock that such non-defaulting Underwriter would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Initial Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Initial Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to you, the Representatives and the Bank Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 7 and this Section 11. In any such case either the Representatives Managers or the Bank Company shall have the right to postpone the Initial Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed on Schedule I hereto that, pursuant to this Section 11, purchases Offered ADSs that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, or if the Underwriters shall decline to purchase the Offered ADSs for any reason permitted under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all accountable out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 20 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Stock that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities shares of Stock to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Stock set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities shares of Stock that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto shares of Stock without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Stock and the aggregate principal amount number of Securities Firm Stock with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Stock to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Stock are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Stock and the aggregate number of Additional Stock with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Stock to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Stock to be sold on such Option Closing Date or (i) purchase not less than the number of Additional Stock that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Units that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Units set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Units and the aggregate principal amount number of Securities Firm Units with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Units to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Units are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (i) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and Warrants that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares and Warrants to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Firm Securities set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares and Warrants that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares and Warrants without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Firm Securities are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate number of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Shareholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Initial Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Initial Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives and Manager, the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the BankCompany, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 16 and this Section 11. In any such case either the Representatives Manager or the Bank Company shall have the right to postpone the Initial Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed on Schedule I hereto that, pursuant to this Section 11, purchases Shares that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement (which, for purposes of this Section 11, shall not include termination by the Underwriters resulting from any failure to satisfy the conditions of Section 5(e) or 5(l) or any Underwriter failure or refusal to purchase Shares as described above in this Section 11), then (a) prior to the Initial Closing Date, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, or (b) after the Initial Closing Date but prior to any Option Closing Date with respect to the purchase of any Additional Shares pursuant to a notice delivered by the Manager to the Company under Section 2 hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the proposed purchase of any such Additional Shares pursuant to this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Stock that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities shares of Stock to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities shares of Firm Stock set forth opposite their respective names in Schedule 2 A bears to the aggregate principal amount number of Securities shares of Firm Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities shares of Stock that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number shares of Securities set forth opposite its name in Schedule 2 hereto Stock without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Stock and the aggregate principal amount number shares of Securities Firm Stock with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities shares of Firm Stock to be purchased on such date, and arrangements satisfactory to the Representatives non-defaulting Underwriter or Underwriters and the Bank Company for the purchase of such Securities Firm Stock are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives non-defaulting Underwriter or Underwriters or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementaffected.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of the Securities set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount of the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the portion of such Underwriters’ Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of the Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount of the Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of the Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, and arrangements satisfactory to the Representatives and Representatives, the Bank Company, for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or and the BankCompany. In any such case case, either the Representatives or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder but the Company shall then be under no further liability to any Underwriter with respect this Agreement except as provided in Section 6(i) and Section 7 hereof.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and the Bank Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement as a result of the circumstances described in Section 11(ii), the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Underwriters' Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Underwriters' Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Underwriters' Securities set forth opposite their respective names in Schedule 2 the Underwriting Agreement bears to the aggregate principal amount of Underwriters' Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount of Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of Underwriters' Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Underwriters' Securities and the aggregate principal amount of Underwriters' Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Underwriters' Securities to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Bank Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives Manager or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, but the Company shall then be under no further obligation to any underwriter except as provided in Sections 6(g) and 7.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I or Schedule II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Shareholder for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholder. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Initial Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Initial Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the BankCompany, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 8 and this Section 12. In any such case either the Representatives Managers or the Bank Company shall have the right to postpone the Initial Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed on Schedule I hereto that, pursuant to this Section 12, purchases Shares that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Selling Stockholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Selling Stockholder shall be unable to perform its obligations under this Agreement or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement (which, for purposes of this Section 12, shall not include termination by the Underwriters resulting from any failure to satisfy the conditions of Section 6(e) or 5(l) or any Underwriter failure or refusal to purchase Shares as described above in this Section 12), then (a) prior to the Initial Closing Date, the Company and the Selling Stockholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, or (b) after the Initial Closing Date but prior to any Option Closing Date with respect to the purchase of any Additional Shares pursuant to a notice delivered by the Managers to the Company and the Selling Stockholder under Section 3 hereof, the Company and the Selling Stockholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the proposed purchase of any such Additional Shares pursuant to this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Company and the Bank Selling Shareholders for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either case, any of the Representatives Representatives, the Company or the Bank relevant Selling Shareholder shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If a Selling Shareholder fails at a Closing Date or the applicable Option Closing Date to sell and deliver the number of Offered Securities which such Selling Shareholder is obligated to sell hereunder, the remaining Selling Shareholders shall have the right to increase, pro rata or otherwise, the number of Offered Securities to be sold by them hereunder to the total number to be sold by all non-defaulting Selling Shareholders as set forth in Schedule I hereto. If none of the remaining Selling Shareholders exercises the right hereby granted to fully make up for the shortfall amount, then the Underwriters may, at option of the Representatives, by notice from the Representatives to the Company and the Selling Shareholders, unless the Representatives have already exercised their right to postpone such Closing Date as provided in the succeeding sentence, elect to (i) (a) where the shortfall amount relates to Firm ADSs, terminate the Underwriting Agreement without liability on the part of the Underwriters, the Company or any non-defaulting Selling Shareholders, or (b) where the shortfall amount relates to Additional ADSs, terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date, if in the case of (a) and (b) above where such shortfall makes it, in the reasonable judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Offered Securities on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the ADSs, or (ii) purchase the Offered Securities which the non-defaulting Selling Shareholders have agreed to sell hereunder. In the event of a default by any Selling Shareholder as referred to in this Section 11, each of the Representatives, the Company and the non-defaulting Selling Shareholders shall have the right to postpone such Closing Date for a period not exceeding seven days in order to effect any required change in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any of the Company or the Selling Shareholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or any Selling Shareholder shall be unable to perform its obligations under this Agreement, the Company and the Selling Shareholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally severally, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I or Schedule II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Selling Stockholders shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any U.S. Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting U.S. Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non- defaulting U.S. Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED, that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 20 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (i) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholder for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholder. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth one-[ninth/tenth] of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Shareholder for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholder. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I or II, as the case may be, bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-non- defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any U.S. Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting U.S. Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non- defaulting U.S. Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling - 23 - Shareholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either case, each of you, the Representatives or Company and the Bank Selling Shareholders shall have the right to postpone the Closing Date, but in no event for longer than seven business days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement is terminated by the Underwriters, or any of them (including the Representative), because of any failure or refusal on the part of the Company or the Selling Shareholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations or the Selling Shareholders shall be unable to perform their obligations under this Agreement, the Company or the Selling Shareholders, as the case may be, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Units that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Units set forth opposite their respective names in Schedule 2 on the Underwriting Agreement bears to the aggregate principal amount number of Securities Firm Units set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives Manager may specify, to purchase the Securities Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-tenth one ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Units and the aggregate principal amount number of Securities Firm Units with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Units to be purchased on such datepurchased, and arrangements satisfactory to the Representatives Manager and the Bank Partnership for the purchase of such Securities Firm Units are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankPartnership. In any such case either the Representatives Manager or the Bank Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased, the nondefaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Units or (ii) purchase not less than the number of Additional Units that such nondefaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Partnership, the Operating Partnership or the Managing General Partner to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Partnership, the Operating Partnership or the Managing General Partner shall be unable to perform their obligations under this Agreement, the Partnership, the Operating Partnership and the Managing General Partner will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Firm Securities set forth opposite their respective names in Schedule 2 I or Schedule II bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Firm Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate number of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Securities or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Shareholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Public Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Public Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Public Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Firm Securities set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Public Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Public Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Public Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Firm Securities are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Option Closing Date or (i) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholder for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter the Company or the BankSelling Stockholder. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and the Bank Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (including but not limited to termination pursuant to Sections 5 and 10), or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate number of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Securities to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Securities or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Shareholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or a Selling Shareholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or a Selling Shareholder shall be unable to perform its obligations under this Agreement, the Company or the Selling Shareholder, as the case may be, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Initial Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Initial Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives Manager and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the BankCompany, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 7 and this Section 11. In any such case either the Representatives Manager or the Bank Company shall have the right to postpone the Initial Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed on Schedule I hereto that, pursuant to this Section 11, purchases Shares that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement (which, for purposes of this Section 11, shall not include termination by the Underwriters resulting from any failure to satisfy the conditions of Section 5(h) or 5(o) or any Underwriter failure or refusal to purchase Shares as described above in this Section 12), then (a) prior to the Initial Closing Date, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder, or (b) after the Initial Closing Date but prior to any Option Closing Date with respect to the purchase of any Additional Shares pursuant to a notice delivered by the Manager to the Company under Section 2 hereof, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with the proposed purchase of any such Additional Shares pursuant to this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions placed upon it in this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement that are within its control, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters Underwriter shall fail or refuse to purchase the Public Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Public Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Public Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Firm Securities set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Public Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Public Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Public Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Firm Securities are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate number of Option Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Option Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Option Closing Date or (i) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated (other than pursuant to Section 10) by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Initial Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Initial Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives Managers and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement the obligations of the Underwriters to purchase, and the of the Company to sell, the Firm Shares shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives Managers or the Bank Company shall have the right to postpone the Initial Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed on Schedule I hereto that, pursuant to this Section 11, purchases Shares that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement (other than following termination of this Agreement pursuant to the immediately prior paragraph of this Section 11), the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Stock that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities shares of Stock to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities shares of Firm Stock set forth opposite their respective names in Schedule 2 A bears to the aggregate principal amount number of Securities shares of Firm Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities shares of Stock that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number shares of Securities set forth opposite its name in Schedule 2 hereto Stock without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Stock and the aggregate principal amount number shares of Securities Firm Stock with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities shares of Firm Stock to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Stock are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Stock and the aggregate number of shares of Additional Stock with respect to which such default occurs is more than one-tenth of the aggregate number of shares of Additional Stock to be purchased on such Option Closing Date, the non-defaulting Underwriter shall have the option to (i) terminate their obligation hereunder to purchase the Additional Stock to be sold on such Option Closing Date or (i) purchase not less than the number of shares of Additional Stock that such non-defaulting Underwriter would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. 18 If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions placed upon it in this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement that are within its control, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and the Bank Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the BankCompany. In any such case case, either the Representatives or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (including but not limited to termination pursuant to Sections 5 and 10, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Firm Securities set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Offered Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representatives and Representatives, the Bank Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the BankCompany. In any such case either case, the Representatives or the Bank shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate number of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Firm Securities set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such non-non defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth one ninth of such principal amount of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount of Firm Securities with respect to which such default occurs is more than one-one tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Bank Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-non defaulting Underwriter or the BankCompany. In any such case either the Representatives or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate principal amount of Additional Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the aggregate principal amount of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank DCEO for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankDCEO. In any such case either you, the Representatives Company or the Bank DCEO shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company, DCEO or DuPont to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company, DCEO or DuPont shall be unable to perform its obligations under this Agreement, the party so failing, refusing or unable will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Firm Securities set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Bank Company for the purchase of such Firm Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the BankCompany. In any such case either the Representatives Representative or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectuses, Prospectus as amended or supplemented, if applicable, supplemented or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate principal amount of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (a) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (b) purchase not less than the principal amount of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Initial Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Initial Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 7 and this Section 12. In any such case either the Representatives Representative or the Bank Company shall have the right to postpone the Initial Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Disclosure Package, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Shares and the aggregate number of Option Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Option Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligations hereunder to purchase the Option Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed on Schedule I hereto that, pursuant to this Section 12, purchases Securities that a defaulting Underwriter agreed but failed to purchase. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, other than by reason of a default by any of the Underwriters, or if for any reason the Company shall be unable to perform its obligations under this Agreement, or if the Underwriters shall decline to purchase Securities for any reason permitted under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all reasonable accountable out-of-pocket expenses (including the fees and disbursements of their counsel) incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder; provided, however, that if this Agreement is terminated by the non-defaulting Underwriters pursuant to this Section 12, the Company shall have no obligation to reimburse any out-of-pocket expenses of the Underwriters that have failed to purchase Securities that they have agreed to purchase hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and Representatives, the Bank Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the BankCompany. In any such case either case, the Representatives or the Bank shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-one- tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholder for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholder. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Sellers to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Sellers shall be unable to perform their obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholder for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholder. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives Representative or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (i) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives Representative may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Bank Company for the purchase of such Securities Firm ADSs are not made within [36 hours hours] after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case case, either the Representatives Representative or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than [seven days], in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities the Offered ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names in Schedule 2 I bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Offered ADSs that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 12 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Offered ADSs without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm ADSs and the aggregate principal amount number of Securities Firm ADSs with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and Representatives, the Bank Company for the purchase of such Securities Firm ADSs are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the BankCompany. In any such case case, either the Representatives or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional ADSs and the aggregate number of Additional ADSs with respect to which such default occurs is more than one-tenth of the aggregate number of Additional ADSs to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional ADSs to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional ADSs that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the principal amount of Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of all the Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule 2 I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-tenth ninth of such principal amount of Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase the principal amount of Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of all the Securities to be purchased on such datepurchased, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such principal amount of Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statements and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become -------------------------------------- effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities -------- Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Shareholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one- tenth of the aggregate number of Additional Shares to be purchased, the non- defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Offered Securities set forth opposite their respective names in Schedule 2 A bears to the aggregate principal amount of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives may specifyRepresentative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date; provided that in no event shall the principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount of Offered Securities set forth opposite its name in Schedule 2 hereto without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Offered Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Bank Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the BankCompany or any Guarantor except that the provisions of Sections 5(h), 8, 9 and 12 hereof shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration StatementGeneral Disclosure Package, the Time of Sale Final Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. Any action taken under this paragraph If, on the Option Closing Date, any Underwriter or Underwriters shall not relieve any fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.Underwriters shall

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and Warrants that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares and Warrants to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Firm Securities set forth opposite their respective names in Schedule 2 C bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares and Warrants that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 20 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares and Warrants without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate principal amount number of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Firm Securities are not made within 36 thirty-six (36) hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the BankCompany. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Pricing Prospectus, in the Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effectedaffected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate number of Additional Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Securities to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Option Closing Date or (i) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided PROVIDED that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Stockholder for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholder. In any such case case, either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non- defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such datepurchased, and arrangements satisfactory to you, the Representatives Company and the Bank Selling Shareholders for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Shareholders. In any such case either the Representatives you or the Bank relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriters. This Agreement shall become --------------------------------------- effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names in Schedule 2 I or Schedule II bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-non- defaulting Underwriters, or in such other proportions as the Representatives you may specify, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount -------- number of Securities Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 11 by an amount in excess of one-tenth ninth of such principal amount number of Securities set forth opposite its name in Schedule 2 hereto Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Securities Firm Shares and the aggregate principal amount number of Securities Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate principal amount number of Securities Firm Shares to be purchased on such date, and arrangements satisfactory to the Representatives you and the Bank Company for the purchase of such Securities Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the BankSelling Stockholders. In any such case either the Representatives you or the Bank Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the Time of Sale Prospectus or the Prospectuses, as amended or supplemented, if applicable, or in any other documents or arrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one- tenth of the aggregate number of Additional Shares to be purchased, the non- defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.