Common use of Default by one or more of the Selling Stockholders or the Company Clause in Contracts

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such party’s default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderC hereto, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at Closing Time or at the First Closing Date of Delivery to sell and deliver the number of Securities which that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or a Date of Delivery, as the case may be, to sell and deliver the number of Securities (the “Selling Stockholder Securities”) which such Selling Stockholder or Selling Stockholders are obligated to sell hereunderhereunder (a “Selling Stockholder Default”), and then either (iA) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, Stockholder may increase the number of Securities to be sold by them it hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I B hereto or (iiB) the Company does not elect may increase the number of Securities to offer additional Securities be sold by the Company in an amount equal to the number of Selling Stockholder Securities which such defaulting Selling Stockholder or Selling Stockholders are was obligated to sell sell. In the event of a Selling Stockholder Default and (A) the remaining Stockholder does not exercise the right granted hereby to increase the number of Securities to be sold by it hereunder, and (B) the Company does not increase the number of Securities to be sold by the Company in amount equal to the number of Selling Stockholder Securities which such defaulting Selling Stockholder was obligated to sell, then the Underwriters may may, at your optionoption of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7, 8, 15, 16 and 17 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representatives, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or any Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I I; or (ii) the Company does not elect to offer additional Securities shares of Common Stock equal to the number of Securities which are the subject of such failure by such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderStockholder(s), then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If Summit Partners or any of its affiliates or one or more of the Individual Selling Stockholders representing, individually or in the aggregate, [5%] 10% or more of the Selling Stockholder Shares Stockholders’ Securities shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, to the extent such shares do not represent, individually or in the aggregate, 10% or more of the Securities, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Second Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-non defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non defaulting party or (b) elect to purchase the Securities which the Company and the non-non defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-non defaulting Selling Stockholders shall have the right to postpone the First Second Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-Underwriter or, except as provided in Section 4(a)(vii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If ----------------------------------------------------------------- one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Second Closing Date to sell and deliver the number of Securities Option Shares which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Option Shares to be sold by them hereunder to the total number of Securities Option Shares to be sold by all Selling Stockholders as set forth in Schedule I or (ii) I, the Company does not elect to offer additional Securities equal agrees that it will sell that number of Common Shares to the number of Securities Underwriters which such defaulting represents the Selling Stockholder's Option Shares that the Selling Stockholder has failed to so sell, or Selling Stockholders are obligated to sell hereunder, then the Underwriters such lesser number as may at your option, be requested by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunderyou. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Second Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities Firm Shares which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-non- defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters Underwriter may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of the Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such party’s default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I I; or (ii) the Company does not elect to offer additional Securities shares of Common Stock equal to the number of Securities which are the subject of such failure by such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderselling stockholder(s), then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action of a majority in interest of the non-defaulting Selling Stockholders only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If Summit Partners or any of its affiliates or one or more of the Individual Selling Stockholders representing, individually or in the aggregate, [5%] 10% or more of the Selling Stockholder Shares Stockholders’ Securities shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, to the extent such shares do not represent, individually or in the aggregate, 10% or more of the Securities, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) and Section 6 hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 6 hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Purchase Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, or a majority in interest of the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven business days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Purchase Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders (or the Company with respect to any Selling Stockholder or Selling Stockholders other than any such Selling Stockholders who have agreed to sell greater than 45,000 Securities as set forth on Schedule I) do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Delivery Date to sell and deliver or cause to be delivered the number of Securities shares of Stock which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders (or in the alternative, the Company as provided below) do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder2 hereto, then the Underwriters may may, at your optionthe option of the Representatives, by notice from you the Representatives to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities Stock which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 13 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 13, either you or (i) if the remaining Selling Stockholders do not exercise their rights to increase the number of Securities to be sold by them hereunder to the total number to be sold by all Selling Stockholders set forth in Schedule 2 hereto, the Company orshall issue the number of Securities necessary to cover any such shortfall and (ii) each of the Representatives, by joint action only, the Company and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Delivery Date for a period not exceeding seven business days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. In the event the Company fails to issue Securities in respect of any defaulting Selling Stockholder’s commitment as provided in this paragraph, the Company shall indemnify the Underwriters for the difference in the price at which the Underwriters acquired Securities to cover such shortfall and the price of the Stock set forth in Section 3 of this Agreement. If the Company shall fail at the First Closing any Delivery Date to sell and deliver or cause to be delivered the number of Securities which shares of Stock that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting nondefaulting party; provided, however, that the provisions of Sections 1, 11 and 19 shall remain in full force and effect. No action taken pursuant to this Section 13 shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderI, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party (except to the extent provided in Section 4(c) and Section 6 hereof) or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting partyparty (except to the extent provided in Section 4(c) and Section 6 hereof). No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] any Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may may, at your optionthe option of the Representative, by notice from you the Representative to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 11, either you or each of the Representative, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Date of Delivery, as applicable, for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus or in any other documents or arrangements. If ; provided that in the Company shall fail at event of there is also an election by the First Closing Date non-defaulting Selling Stockholders to sell and deliver increase the number of Securities which it is obligated to sell hereunderbe sold by them hereunder as described above and such non-defaulting Selling Stockholders are not able to complete the sale of the additional Securities within such seven-day period, then the Underwriters may, at the option of the Representative, either (i) terminate this Agreement shall terminate without any liability on the part fault of any non-defaulting party. No action taken pursuant party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (ii) elect to this Section shall relieve purchase the Securities which the non-defaulting Selling Stockholders and the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such defaulthave agreed to sell hereunder.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities Shares which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Shares to be sold by them hereunder to the total number of Securities Shares to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderhereto, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-defaulting party or (b) elect to purchase the Securities Shares which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 10, either you or the Company or, by joint action only, the non-non defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities Shares which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-non defaulting party. No action taken pursuant to this Section 10 shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining other Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderB hereto, then the Underwriters may International Managers may, at your their option, by notice from you the Lead Managers to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any non-non- 34 defaulting party or (b) elect to purchase the Initial Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or each of the Lead Managers, the Company or, by joint action only, and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus Prospectuses or in any other documents or arrangements. If the Company shall fail at the First Closing Date Time to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholder or Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. (a) If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] a Selling Stockholder Shares shall fail at the First Closing Time or at an Option Closing Date to sell and deliver the number of Securities Shares which such Selling Stockholder or Selling Stockholders are is obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities Shares to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunderhereto, then the Underwriters may at your optionUnderwriter may, by notice from you to the Company and the non-defaulting Selling Stockholders, either (ai) terminate this Agreement without any liability on the part of any non-defaulting party except that the provisions of Sections 1, 4, 6 and 8 shall remain in full force and effect or (bii) elect to purchase the Securities Shares which the Company and the non-defaulting Selling Stockholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 10 shall relieve any Selling Stockholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this SectionSection 10, either you or the Company or, by joint action only, Underwriter and the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Time or Option Closing Date for a period not exceeding seven days in order to effect any required changes change in the Registration Statement, the Time of Sale Disclosure Package Statement or the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.

Default by one or more of the Selling Stockholders or the Company. If one or more of the Selling Stockholders representing, individually or in the aggregate, [5%] Selling Stockholder Shares shall fail at the First Closing Date to sell and deliver the number of Securities which such Selling Stockholder or Selling Stockholders are obligated to sell hereunder, and either (i) the remaining Selling Stockholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number of Securities to be sold by all Selling Stockholders as set forth in Schedule I or (ii) the Company does not elect to offer additional Securities equal to the number of Securities which such defaulting Selling Stockholder or Selling Stockholders are obligated to sell hereunder, then the Underwriters may at your option, by notice from you to the Company and the non-defaulting Selling Stockholders, either (a) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Sections 4(a)(viii) and 4(b)(ii) hereof, any non-defaulting party or (b) elect to purchase the Securities which the Company and the non-defaulting Selling Stockholders have agreed to sell hereunder. In the event of a default by any Selling Stockholder or Selling Stockholders as referred to in this Section, either you or the Company or, by joint action only, the non-defaulting Selling Stockholders shall have the right to postpone the First Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement, in the Time of Sale Disclosure Package or in the Prospectus or in any other documents or arrangements. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Sections 4(a)(viii) and 4(b)(ii) hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company or any Selling Stockholders so defaulting from liability, if any, in respect of such default.