Common use of Default of One or More of the Several Underwriters Clause in Contracts

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and Representative, the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSections 5, Section 47, Section 8 8, 13, 14, 15, 16, 17 and Section 9 18 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 47, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "UnderwriterUNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and Representative, the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSections 5, Section 48, Section 8 9, 14, 15, 16, 17, 18 and Section 9 19 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholder for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder, and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (other than the breaching Underwriter) except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date Date, or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Shares are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares on an Additional Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of this sentenceSections 5, Section 47, Section 8 10 and Section 9 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Additional Closing Date, either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Selling Stockholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company Selling Stockholders for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the Representatives (other than any defaulting Underwriter) may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives (other than any defaulting Underwriter) with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives (other than any defaulting Underwriter) and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than the defaulting party Underwriter or Underwriters) to any other party except that the provisions of this sentence, Section 4, Section 8 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives (other than any defaulting Underwriter) or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of any default of such Underwriter or Underwriters under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements reasonably satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A B bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Shareholders for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements reasonably satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Shareholders for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section Sections 4, Section 8 7, 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, Jefferies may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Jefferies with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Jefferies and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination; provided, however, that if such default occurs with respect to any Optional Shares to be purchased hereunder after the First Closing Date, then this sentence shall not operate to terminate this Agreement as to the Firm Shares or as to any Optional Shares purchased by the Underwriters hereunder prior to the time that is 48 hours after such default. In any such case either the Representatives Jefferies or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are 29. not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Jefferies and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any with respect to the non-defaulting party Underwriters without liability to any other party party, except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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. 11 Any action taken under this Section 10 shall 11 hall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Lead Representative with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives Lead Representative, the Company and the Company Primary Selling Stockholder for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 6 Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Lead Representative or the Company shall have the right to postpone the First Closing Date and either the Lead Representative or the Other Selling Stockholders shall have the right to postpone the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "UnderwriterUNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 47, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 7, Section 4, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus Prospectuses or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, by either the Representative or the Company, this Agreement shall terminate without liability of to any non-defaulting party to any other party Underwriter or the Company, except that the provisions of this sentenceSection 6, Section 49, Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company Representative shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus Prospectuses or 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 1012. Any Notwithstanding anything to the contrary in this Section 12, any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 7, Section 4, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares and Firm Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares and Firm Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section Sections 4, Section 8 7, 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered ADSs to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered ADSs and the aggregate number of Common Shares Offered ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party (other than the breaching Underwriter or Underwriters) to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceXxxxxxx 0, Section 4Xxxxxxx 0, Section 8 Xxxxxxx 0 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement Statement, the ADS Registration Statement, and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company and each of the Selling Stockholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.required

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common the Offered Shares that it or they have agreed to purchase hereunder pursuant to this Agreement and the Forward Sale Agreement on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common the Company Initial Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Company Initial Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common the Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 5, Section 48, Section 8 10, Section 11, Section 20 and Section 9 22 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1012. Any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting UnderwritersRepresentative, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement (or, in the case of any such failure or refusal that occurs on a Subsequent Closing Date after the First Closing Date, the obligations of the several Underwriters to purchase and of the Company to sell the Optional Shares that were to have been purchased and sold on such Subsequent Closing Date) shall terminate without liability of any non-defaulting party to any other party except that that, in the case of any termination of this Agreement as a result of any such failure or refusal to purchase Shares on the First Closing Date, the provisions of this sentence, Section 4, Section 8 6, Section 7 and Section 9 8 shall at all times be effective and shall survive such termination. If the obligations of the several Underwriters to purchase and of the Company to sell the Optional Shares that were to be purchased and sold on a Subsequent Closing Date are terminated as provided in the immediately preceding sentence, this Agreement shall at all times be effective and shall survive such termination, except that the obligations of the several Underwriters to purchase and of the Company to sell such Optional Shares on such date shall terminate. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second such Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 36 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered ADSs to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered ADSs and the aggregate number of Common Shares Offered ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section Sections 4, Section 8 7, 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 47, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the U.S. Final Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A ---------- bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting nondefaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (except the defaulting party Underwriter or Underwriters) to any other party except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (provided that if such default occurs with respect to the Optional Shares after the First Closing Date, this Agreement will not terminate as to the Firm Shares or any Optional Shares purchased prior to such termination) except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" “Underwriter ” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Jefferies and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any with respect to the non-defaulting party Underwriters without liability to any other party party, except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement Statements and the Prospectus or 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. 11 Any action taken under this Section 10 shall 11 hall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements reasonably satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Stockholders for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholder for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Stockholder for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representatives, the Company or the Company Selling Stockholder shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Lead Underwriters may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Lead Underwriters with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Lead Underwriters and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 47, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Lead Underwriters or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Applicable Prospectus or any other documents or arrangements may be effected. Nothing in this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed Exhibit 1.1 or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "UnderwriterUNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "UnderwriterUNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered ADSs to be purchased on such date, the Representatives may make arrangements satisfactory to the Selling Shareholders for the purchase of such Offered ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares ADSs set forth opposite their respective names on Schedule A hereto bears to the aggregate number of Firm Common Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered ADSs and the aggregate number of Common Shares Offered ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and the Company Selling Shareholders for the -32- 37 purchase of such Common Shares Offered ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company Selling Shareholders shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule SCHEDULE A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.such

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 6, Section 49, Section 8 11 and Section 9 12 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company and Selling Shareholder shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1013. Any action taken under this Section 10 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representatives, the Company and the Company Selling Shareholders for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company and the Selling Shareholders shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. [PAGE] As used in this Agreement, the term "Underwriter" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any non-defaulting party to any other party Underwriter or the Company, except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such dateClosing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 47, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A B bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such First Closing Date or the applicable Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than a defaulting party Underwriter) to any other party except that the provisions of this sentenceSection 5, Section 47, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section Sections 4, Section 6, 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "UnderwriterUNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any the non-defaulting party Underwriters, the Selling Stockholders or the Company to any other party to this Agreement except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.30

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Lead Representative with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives Lead Representative, the Company and the Company Primary Selling Stockholder for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 6 Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Lead Representative or the Company shall have the right to postpone the First Closing Date and either the Lead Representative or the Other Selling Stockholders shall have the right to postpone the Second Closing Date, as the case may be, but in no event for 33 longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "UnderwriterUNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such datethe First Closing Date or any Option Closing Date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on the First Closing Date or any Option Closing Date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term "UnderwriterUNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule SCHEDULE A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Underwriters with the consent of the non-defaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives Underwriters and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party other than any liability of any defaulting Underwriter to the Company or to any non-defaulting Underwriter except that the provisions of this sentence, Section 4, Section 8 8, Section 9 and Section 9 12 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability to the Company and any non-defaulting Underwriter in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than a defaulting party Underwriter) to any other party except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives Representative with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives Representative and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentenceSection 5, Section 48, Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus Prospectuses or 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 1012. Any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting nondefaulting Underwriters, to purchase the Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares and the aggregate number of Common Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than the defaulting party Underwriter) to any other party except that the provisions of this sentenceSection 4, Section 46, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered ADSs to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered ADSs and the aggregate number of Common Shares Offered ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered ADSs to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Common Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Common Offered Shares and the aggregate number of Common Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Common Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common ADSs and Preferred Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common ADSs and Preferred Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section 4, Section 8 7, Section 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Common Shares Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Common Shares Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Common Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears bear to the aggregate number of Firm Common Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Common Shares Offered Securities and the aggregate number of Common Shares Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Common Shares Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the -32- 37 purchase of such Common Shares Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of this sentence, Section ‎Section 4, Section 8 ‎Section 7, ‎Section 9 and Section 9 ‎Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable 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, to the Registration Statement and the Prospectus or 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 10‎Section 11. Any action taken under this Section 10 ‎Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.