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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 IPO 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 Nothing contained in this Section 10 Agreement 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions proportion that the number aggregate principal amounts of Firm such Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section Sections 4, Section 68, Section 8 9 and Section 9 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 or 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of all of the 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Operating Partnership for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of 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 Representative Representatives or the Company and the Operating Partnership shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 IPO 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 Nothing contained in this Section 10 Agreement 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered the Firm Securities or Option Securities, as applicable, that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Securities or Option Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Firm Securities or Option Securities, as applicable, to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Firm Securities or Option Securities, as applicable, by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities and Option Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities and Option Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Securities and Option Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Firm Securities or Option Securities and the aggregate number of Offered Firm Securities and Option Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Firm Securities or Option Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Firm Securities and Option Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of 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 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or any Option Closing Date If any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, Section 7 and 8 and Section 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the 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 1016. Any action taken under this Section 10 16 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 IPO 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 Nothing contained in this Section 10 Agreement 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such dateClosing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm the Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Lead Managers with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered the Securities to be purchased on such date, and arrangements satisfactory to the Representative Lead Managers and the Company Issuer for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 9 and Section 9 10 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Lead Managers or the Company Issuer shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm the Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Lead Managers with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered the Securities to be purchased on such date, and arrangements satisfactory to the Representative Lead Managers and the Company Issuer for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Lead Managers or the Company Issuer shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 IPO 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 Nothing contained in this Section 10 Agreement 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 Nothing contained in this Section 10 Agreement 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm the Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered the Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company Issuer for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Representatives or the Company Issuer shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Prospectus Preliminary Prospectus, the Prospectus, the Preliminary Canadian Offering Memorandum or the Canadian Offering Memorandum 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 any Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm the Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company Issuer for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 7 and Section 9 8 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company Issuer shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 IPO 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 Nothing contained in this Section 10 Agreement 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed are obligated to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such dateClosing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities on the terms contained in this Agreement are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 47, Section 6, Section 8 11 and Section 9 15(c) shall at all times be effective and shall survive such termination. In any such case either the Representative non-defaulting Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days days, in order that any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such dateClosing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party (other than a defaulting Underwriter) to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Firm Securities or Optional Securities, as applicable, that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Securities or Optional Securities, as applicable, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Firm Securities or Optional Securities, as applicable, to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Firm Securities or Optional Securities, as applicable, by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities or Optional Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities and Optional Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Securities and Optional Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Firm Securities or Optional Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Securities or Optional Securities, as applicable, with respect to which such default occurs exceeds 10% of the aggregate number of Offered Firm Securities or Optional Securities, as applicable, to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Firm Securities or Optional Securities, as applicable, are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such terminationtermination (except with respect to any defaulting Underwriter hereunder). In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option the Optional Closing Date Date, if any, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm the Initial Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm the Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Initial Securities and the aggregate number principal amount of Offered such Initial Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. If, on an Optional Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Option Securities and the aggregate principal amount of such Option Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Option Securities to be purchased on such date, the Representatives with the consent of the non-defaulting Underwriters shall have the option to (i) terminate the Underwriters’ obligation hereunder to purchase the Option Securities to be sold on such Optional Closing Date or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of 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 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or any Option Closing Date If any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, Section 7 and 8 and Section 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase the Securities hereunder constitutes a BRRD Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) of its powers under the relevant Bail-in Legislation as set forth in Section 20 with respect to such BRRD Liability, such Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Underwriters. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Initial Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities ADSs to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities ADSs and the aggregate number of Offered Securities ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities ADSs to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters (other than the Representatives) shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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 dateClosing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 8, Section 9 and Section 9 19 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amounts of Firm such Securities set forth opposite their respective names on Schedule A bears bear to the aggregate number principal amount of Firm such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, other than such defaulting Underwriter, except that the provisions of Section 4, Section Sections 6, Section 8 8, 10, 11, 19, 20 and Section 9 23 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Prospectus Preliminary Prospectuses or the Final 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 any Option a Subsequent Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are not made by such datethe Closing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option a Subsequent Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party party, other than the liability of a defaulting Underwriter, to any other party except that the provisions of Section 4, Section 6, Section 7, Section 8 and Section 9 shall at all times be effective and shall survive such termination. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option a 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 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered the Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative Managing Underwriter 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 dateClosing Date or Option Closing Date, as the case may be, the other Underwriters Underwriter(s) shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Managing Underwriter with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered the Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10defaulting Underwriter or Underwriters agreed but failed or refused to purchase meets or exceed s10% of the aggregate number of Offered the Securities to be purchased on such date, and arrangements satisfactory to the Representative Managing Underwriter and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of on any party to any other party except that the provisions of Section 43.8, Section 65, Section 8 and Section 9 8.3 shall at all times be effective and shall survive such termination. In any such case either the Representative Managing Underwriter or the Company shall have the right to postpone the First Closing Date or the 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. (a) If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 67, Section 8 8, Section 9, Section 13 and Section 9 17 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Securities which such defaulting Underwriter Underwriters or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or any Option Closing Date If any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section Sections 4 and 8 and Section 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the 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 1014. Any action taken under this Section 10 14 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representative, the Company and the Company Selling Stockholders for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representative, the Company or the Company Selling Stockholders shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party (other than the breaching Representative) to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities ADSs to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities ADSs and the aggregate number of Offered Securities ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities ADSs to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities ADSs are not made within 48 hours after such default, this Agreement shall shall, subject to the last sentence of this Section 11, terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities the Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm such Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements reasonably satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 68, Section 8 9 and Section 9 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities 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 Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party (other than the breaching Underwriter or Underwriters) to any other party except that the provisions of Section 45, Section 68, Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option the Optional Closing Date Date, if any, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of the Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of the Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Firm Securities and the aggregate number principal amount of Offered such Firm Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Firm Securities to be purchased on such date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. If, on an Optional Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Additional Securities and the aggregate principal amount of such Additional Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Additional Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Optional Closing Date or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered any Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered any Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm such Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered any Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4Sections 5, Section 67, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amounts of Firm such Securities set forth opposite their respective names on Schedule A bears bear to the aggregate number principal amount of Firm such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, other than such defaulting Underwriter, except that the provisions of Section 4, Section Sections 6, Section 8 8, 10, 11 and Section 9 19 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Prospectus Preliminary Prospectuses or the Final 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities 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 Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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. (a) If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 45, Section 68, Section 8 9, Section 13 and Section 9 17 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm the Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm the Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-non- defaulting Underwriters, to purchase the Offered such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered such Securities and the aggregate number principal amount of Offered such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered the Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company Issuer for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Representatives or the Company Issuer shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representative, the Selling Stockholders and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representative, the Selling Stockholders or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven (7) 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date If any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 7 and Section 9 8 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Disclosure Package, 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 1016. Any action taken under this Section 10 16 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section ‎Section 4, Section 6‎Section 7, Section 8 ‎Section 9 and Section 9 ‎Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any the Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative applicable Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative applicable Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative applicable Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Firm Securities or Option Securities, as applicable, that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Securities or Option Securities, as applicable, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Firm Securities or Option Securities, as applicable, to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Firm Securities or Option Securities, as applicable, by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities and Option Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities and Option Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Securities and Option Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Firm Securities or Option Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Securities with respect to or Option Securities, as applicable, which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Firm Securities or Option Securities, as applicable, to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Firm Securities or Option Securities, as applicable, are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities of any applicable series that it has or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of 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 Offered Securities of the applicable series to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase other Underwriters 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 series shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Securities of such series set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities of such series set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters of such series with the consent of the non-defaulting UnderwritersUnderwriters of such series, to purchase the Offered applicable Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or any Option Closing Date If any one or more of the Underwriters of any series shall fail or refuse to purchase Offered Securities of such series and the aggregate number of Offered Securities of such series with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities of such series to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate with respect to such series without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, Section 7 and 8 and Section 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative applicable Underwriters or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase the Securities hereunder constitutes a BRRD Liability (as defined below) or a UK Bail-In Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) or the relevant UK resolution authority of its powers under the relevant Bail-in Legislation as set forth in Section 21 with respect to such BRRD Liability or UK Bail-In Liability, such Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Underwriters. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 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 any Option each Subsequent Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option each Subsequent Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option each 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 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such dateClosing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities 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 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 Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or any Option Closing Date If any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4Sections 5, Section 67, Section 8 10, 11 and Section 9 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 1018. Any action taken under this Section 10 18 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such datethe Closing Date or a Date of Delivery, and the aggregate number of 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 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date of Delivery, as the case may be. If any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such datethe Closing Date or Date of Delivery, as the case may be, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, Section 7 and 8 and Section 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing DateDate of Delivery, 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 1017. Any action taken under this Section 10 16 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such dateClosing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities Underwritten Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Securities Underwritten Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and Representative, the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4Sections 5(a)(viii), Section 67, Section 8 and Section 9 11-19 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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 IPO 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 Nothing contained in this Section 10 Agreement 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company Selling Stockholder for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company Selling Stockholder for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives, the Selling Stockholder or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities ADSs to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities with respect to ADSs which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate number of Offered Securities ADSs to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date If any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of 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 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or any Option Closing Date If any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, Section 7 and 8 and Section 9 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase the Securities hereunder constitutes a BRRD Liability (as defined below) or a UK Bail-In Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) or the relevant UK resolution authority of its powers under the relevant Bail-in Legislation as set forth in Section 21 with respect to such BRRD Liability or UK Bail-In Liability, such Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Underwriters. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholder for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters (other than the Representatives) shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven (7) 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such datedate by the Underwriters, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such datedate by the Underwriters, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party (provided that if such default occurs with respect to 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 Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities 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 Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 of this Agreement shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option a Subsequent Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Notes that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities Notes 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Securities Notes set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option a Subsequent Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Notes and the aggregate number principal amount of Offered Securities Notes with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities Notes 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 Section 4, Section 6, Section 8 7 and Section 9 8 shall at all times be effective and shall survive such terminationtermination with respect to any non-defaulting Underwriter. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option a 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 Statement, the Disclosure Package 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. a) If, on the First Closing Date or the Additional Closing Date, as the case may be, any Option Closing Date any one or more of the several Underwriters shall fail or refuse Underwriter defaults on its obligation to purchase Offered Securities the Shares that it has or they have agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company, in the case of Company Shares, or the Forward Sellers, in the case of Borrowed Shares, on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company, in the case of Company Shares, or the Forward Sellers, in the case of Borrowed Shares, shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters, the Forward Sellers, and the Company as provided in paragraph (a) above, the aggregate number of Offered Securities Shares, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares 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, severally and not jointlyseverally, in the proportions that proportion to the aggregate number of Firm Securities such Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities such Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities such Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. . c) If, on after giving effect to any arrangements for the First Closing Date or any Option Closing Date any one or more purchase of the Shares of a defaulting Underwriter or Underwriters shall fail or refuse to purchase Offered Securities by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Offered Securities such Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company, in the case of Company Shares, or the Forward Sellers, in the case of Borrowed Shares, for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, Section 8 8, 9, 14 and Section 9 18 shall at all times be effective and shall survive such termination. . d) In any such case described above, either the Representative Representatives or the Company or any Forward Seller, as applicable, shall have the right to postpone the First Closing Date or the applicable Option relevant Additional 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the 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. a) If, on the First Closing Date or the Additional Closing Date, as the case may be, any Option Closing Date any one or more of the several Underwriters shall fail or refuse Underwriter defaults on its obligation to purchase Offered Securities the Shares that it has or they have agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company, on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Offered Securities Shares, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares 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, severally and not jointlyseverally, in the proportions that proportion to the aggregate number of Firm Securities such Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate number of Firm Securities such Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities such Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. . c) If, on after giving effect to any arrangements for the First Closing Date or any Option Closing Date any one or more purchase of the Shares of a defaulting Underwriter or Underwriters shall fail or refuse to purchase Offered Securities by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Offered Securities such Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 4, Section 6, Section 8 8, 9, 13, 17 and Section 9 18 shall at all times be effective and shall survive such termination. . d) In any such case described above, either the Representative or the Company Company, as applicable, shall have the right to postpone the First Closing Date or the applicable Option relevant Additional 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Underwritten Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Underwritten Securities to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Underwritten 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, severally and not jointly, in the proportions that the number of Firm Underwritten Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Underwritten Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities 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 Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities Shares or Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares or 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 Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option a Subsequent Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Debentures that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities Debentures 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities Debentures set forth opposite their respective names on Schedule A bears Abears to the aggregate number principal amount of Firm Securities Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-non- defaulting Underwriters, to purchase the Offered Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option a Subsequent Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Debentures and the aggregate number principal amount of Offered Securities Debentures with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities Debentures to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Debentures are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option a 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 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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 dateClosing Date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A I bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate without liability of any party to any other party party, except that the provisions of Section 4‎Sections 5, Section 67, 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 Option Closing Date, either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 9. Any action taken under this Section 10 ‎Section 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the aggregate number of Firm Offered Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities 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 Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section ‎Section 4, Section 6‎Section 7, Section 8 ‎Section 9 and Section 9 ‎Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven (7) 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section ‎Section 4, Section 6‎Section 7, Section 8 ‎Section 9 and Section 9 ‎Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities ADSs to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities ADSs set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities ADSs and the aggregate number of Offered Securities ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities ADSs to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any party (other than the breaching Underwriter or Underwriters) to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Firm Securities or Optional Securities, as applicable, that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Securities or Optional Securities, as applicable, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Firm Securities or Optional Securities, as applicable, to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Firm Securities or Optional Securities, as applicable, by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities or Optional Securities, as applicable, set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities or Optional Securities, as applicable, set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Securities or Optional Securities, as applicable, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Firm Securities or Optional Securities that it has or they have agreed to purchase hereunder on such date, as applicable, and the aggregate number of Offered Firm Securities or Optional Securities, as applicable, with respect to which such default occurs exceeds 10% of the aggregate number of Offered Firm Securities or Optional Securities, as applicable, to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Firm Securities or Optional Securities, as applicable, are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such terminationtermination (except with respect to any defaulting Underwriter hereunder). In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven (7) 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such dateClosing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters Underwriter shall fail or refuse to purchase all of the Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholder for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters Underwriter shall be obligated, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, obligated to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters Underwriter shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representative, the Company and the Company Selling Stockholder for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company Selling Stockholders for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company Selling Stockholders for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company Selling Stockholders shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company and the Selling Shareholders, for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities ADSs that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities ADSs to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company Selling Shareholders for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities ADSs set forth opposite their respective names on Schedule A hereto bears to the aggregate number of Firm Securities ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities ADSs and the aggregate number of Offered Securities ADSs with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities ADSs to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company Selling Shareholders for the purchase of such Offered Securities ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company Selling Shareholders shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number aggregate principal amount of Firm Initial Securities set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4‎Section 5, Section 6‎‎Section 7, Section ‎Section 8 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 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, severally and not jointly, in the proportions that the number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities 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 Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any the applicable Option Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such dateClosing Date, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any the applicable Option Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 any Option a Subsequent Closing Date Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Debentures that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Offered Securities Debentures 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, severally and not jointlyseverally, in the proportions that the number of Firm Securities Debentures set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option a Subsequent Closing Date Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Debentures and the aggregate number principal amount of Offered Securities Debentures with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities Debentures to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities Debentures are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of 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 Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option a 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 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number of 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 Offered Securities to be purchased on such date, the Representative 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, severally and not jointly, in the proportions that the number of Firm Securities Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities 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 Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares to be purchased on such date, the Representative Representatives may make arrangements satisfactory to the Company and the Selling Stockholders for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A B bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Selling Stockholders and the Company for the purchase of such Offered Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 any Option Closing Date Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate number principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date Date, any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate number principal amount of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Offered Securities to be purchased on such date, and arrangements satisfactory to have not been made by the Representative and the Company Representatives for the purchase of such Offered Securities are not made by other persons reasonably satisfactory to the Company on the terms contained in this Agreement within 48 36 hours after such default, the Company shall be entitled to a further period of 36 hours within which to arrange for other persons reasonably satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in the immediately preceding sentence, the aggregate principal amount of Securities that remain unpurchased on the Closing Date exceeds 10% of the aggregate principal amount of the Securities to be purchased on such date, then this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 9, Section 10, Section 14 and Section 9 18 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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 Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus, the Canadian Preliminary, the Prospectus or the Canadian 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 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 any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Securities Shares required to be purchased on such datedate by the Underwriters, the Representative Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities 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, severally and not jointly, in the proportions that the number of Firm Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities Shares and the aggregate number of Offered Securities Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Securities Shares required to be purchased on such datedate by the Underwriters, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities 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 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 Section 4, Section 67, Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the 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.