11:07 MAXX BIOSCIENCE<00512>-Announcement&Resumption of Trading-6 between Get Nice and the Company. The Underwriters have undertaken with the Company that they will further underwrite the aggregate of 3,912,000 Offer Shares to which Dr. Cao would be entitled if he exercises the outstanding Options granted to him on or before the Record Date. Pursuant to the Underwriting Agreement, the Underwriters agree to subscribe for or procure subscribers for any Shortfall Underwritten Shares. Each of the Underwriters shall use its reasonable endeavours to ensure that the subscribers procured by it for the Shortfall Underwritten Shares shall be third parties who (i) are not connected persons (as defined in the Listing Rules) of the Company; and (ii) are not acting in concert with Vision Ocean, Ms. Lo or their respective associates or parties acting in concert with them. Each of the Underwriters also agrees that the subscribers procured by it will not become a substantial Shareholder (as defined in the Listing Rules) as a result of the Open Offer. Termination of the Underwriting Agreement and force majeure The Underwriting Agreement contains provisions entitling the Underwriters, by notice in writing, to terminate its obligations thereunder if at any time prior to 4:00 p.m. on the Settlement Date, being the third business day after the latest time for acceptance of the Offer Shares: a) the success of the Open Offer would be materially and adversely affected by the development, occurrence or enforcement of: i) any new law or regulation or any change in existing laws or regulations which in the reasonable opinion of the Underwriters has or is likely to have a material adverse effect on the financial position of the Group as a whole; or ii) any significant change (whether or not permanent) in local, national or international economic, financial, political or military conditions which in the reasonable opinion of the Underwriters is or would be materially adverse to the success of the Open Offer; or iii) any significant change (whether or not permanent) in local, national or international securities market conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Underwriters is or would be materially adverse to the success of the Open Offer; or makes it impracticable or inadvisable or inexpedient to proceed therewith; or iv) any suspension of dealings in the Shares for any period longer than five consecutive business days after the date of the Underwriting Agreement (other than as a result of the Open Offer); or v) any moratorium, suspension or material restriction on trading in shares or securities generally on the Stock Exchange due to exceptional financial circumstances or otherwise at any time prior to Latest Time for Termination; or b) any breach of any of the warranties by the Company pursuant to the Underwriting Agreement comes to the knowledge of the Underwriters; or c) any event occurs or any matter arises on or after the date hereof and prior to Latest Time for Termination which if it had occurred or arisen before the date thereof would have rendered any of Company's representations, warranties and undertakings untrue or incorrect in any material respect in such a manner as would in the absolute opinion of the Underwriters materially and adversely affect the financial position or business of the Group as a whole; or d) there is any such adverse change in the general affairs, management, business, stockholders' equity or in the financial or trading position of the Group as a whole which in the absolute opinion of the Underwriters is materially adverse to the success of the Open Offer; or e) there is any change in the composition of the Board which in the absolute opinion of the Underwriters may affect the management and general affairs of the Company; or f) any of the Company, Vision Ocean or any Director of the Company is