Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Stockholder, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Over-Allotment Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Issuer or the a Selling StockholderShareholder), you, as the Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Over-Allotment Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Over-Allotment Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateOver-Allotment Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Over-Allotment Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Over-Allotment Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Over-Allotment Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateOver-Allotment Securities, as the case may be, covered hereby, the Company Issuer and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 and 9 Section 10 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 1011, the Closing Date or Option Over-Allotment Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or Company), the Selling StockholderRepresentatives, you, as Representatives on behalf of the several Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representatives shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares Securities to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares Securities to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section Underwriters who are obligated to purchase more than 10% of the Securities, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, the Representatives may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateSecurities, as the case may becovered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Firm Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if a Representative is the Selling Stockholderdefaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Firm Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beFirm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beFirm Securities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, 1 Subject to Lake Street’s review or if a Representative is the defaulting Underwriter, as Representativesthe non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the of any Selling Stockholder Shareholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateSecurities, as the case may becovered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities, which they are obligated to purchase hereunder, to purchase the Shares Closing Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing DateSecurities, as the case may becovered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then then: (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, ; or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus Prospectuses or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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; provided, that no Underwriter shall have any liability to the Company hereunder to the extent that such liability arose as a result of the failure by any person on the “president’s list” or any investor that was introduced directly or indirectly to the Underwriters by the Company to purchase any of the Securities.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateSecurities, as the case may becovered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Public Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Public Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Public Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Public Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may bePublic Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Public Securities, which they are obligated to purchase hereunder, to purchase the Shares Public Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Public Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may bePublic Securities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the applicable Option Closing DateDate(s), as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as the Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (i) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (ii) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or applicable Option Closing DateDate(s), as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, as such Representatives, the Company and the Selling Stockholders as provided in this Section 10, (a) if the aggregate number of shares with respect to such Shares which such default shall occur remains unpurchased does not exceed 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares 29 which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of such Shares with respect to which such default shall occur remains unpurchased exceeds 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Date or the Option Closing Date, as the case may be, the Company and Selling Stockholders that represent a majority of the Selling Stockholder total Shares to be sold under this Agreement (including any Option Shares) or you you, as the Representatives of the Underwriters Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriters, the Company, the Operating Company or of the Company or the any Selling Stockholder except to the extent provided in Sections 6 Section 7 and Section 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven five business days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 hereof8 hereof (provided that if such default occurs with respect to the Option Shares after the first Closing Date, this Agreement shall not terminate or to any Firm Shares or Option Shares purchased prior to such termination). In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as Representatives the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Units with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares Units of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. (a) If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then then, the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to you to purchase such shares on such terms. (b) If, after giving effect to any arrangement for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company and the Selling Stockholders as provided in subsection (a) above, (i) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (ii) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If If, on the Closing Date Date, or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives Representative of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If any Underwriter or Underwriters shall ----------------------- default in its or their obligations to purchase any of the Securities which it or they are obligated to purchase under this Agreement on the Closing Date or the Option Closing Date, as and the case may be, any Underwriter shall fail to purchase and pay for the portion aggregate principal amount of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Stockholder, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares aggregate principal amount of all of the Securities which the Underwriters are obligated to be purchased purchase on the Closing Date or the Option Closing date, as the case may beDate, the other Underwriters shall be obligated, obligated severally, in proportion to the their respective numbers of Shares which they are obligated to purchase commitments hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase, . If any Underwriter or if Underwriters shall so default and the aggregate number principal amount of shares of Shares Securities with respect to which such default shall or defaults occur exceeds is more than 10% of the Shares aggregate principal amount of all of the Securities which the Underwriters are obligated to be purchased purchase on the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Securities of a defaulting Underwriter or Underwriters as provided, in this Section 10, (i) the Company shall have the right to postpone the Closing Date for a period of not more than five full business days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Option Closing DateProspectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective principal amounts of Securities to be purchased by the remaining Underwriters or substituted underwriters shall be taken as the case may be, basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, for damages occasioned by written notice given within the next 36-hour period to the parties its default hereunder. Any termination of this Agreement pursuant to this Agreement, to terminate this Agreement Section 10 shall be without liability on the part of the any non-defaulting Underwriters or of the Company Underwriter or the Selling Stockholder Company, except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent provided in Sections 6 and 9 hereof. In the event provisions of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 Agreement6.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the each applicable Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as the Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or each applicable Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as Representatives, may reasonably determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateSecurities, as the case may becovered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities, which they are obligated to purchase hereunder, to purchase the Shares Closing Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Firm Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representatives, or if a Representative is the Selling Stockholderdefaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representatives shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Firm Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beFirm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beFirm Securities covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representatives, as Representativesor if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Firm Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if a Representative is the Selling Stockholderdefaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Firm Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beFirm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beFirm Securities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If If, on the Firm Securities Closing Date or the and as of each Option Securities Closing Date, as the case may beDate (if any), any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as Representatives the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares and warrants with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares and warrants with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the such Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities, which they are obligated to purchase hereunder, to purchase the Shares Closing Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing DateSecurities, as the case may becovered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus Supplement or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as Representatives the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Issuer or the Selling Stockholder), you, as Representatives the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company Issuer and the Selling Stockholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer or of the Selling Stockholder except to the extent provided in Sections 6 and 9 Section 10 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderOperating Partnership), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or the Selling Stockholder Operating Partnership except to the extent provided in Sections 6 and 9 Section 5 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven five business days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company, the Operating Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then the Company and the Selling Stockholders shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, as such Representatives, the Company and the Selling Stockholders as provided in this Section 10, (a) if the aggregate number of shares with respect to such Shares which such default shall occur remains unpurchased does not exceed 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of such Shares with respect to which such default shall occur remains unpurchased exceeds 10% of the aggregate number of all the Shares to be purchased on the relevant Closing Date or the Option Closing Date, as the case may be, the Company and Selling Stockholders that represent a majority of the Selling Stockholder total Shares to be sold under this Agreement (including any Option Shares) or you you, as the Representatives of the Underwriters Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriters, the Company, the Operating Company or of the Company or the any Selling Stockholder except to the extent provided in Sections 6 Section 7 and Section 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven five business days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as the Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If If, however, the Representatives shall not have completed such arrangements within such 36-hour period, then the Issuer shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Shares on such terms. After giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives and the Issuer as provided above, if during such 36 hours you, as such Representatives, RBC and JPMorgan shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as Representativesthe Representatives or the Issuer, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or Company) (the Selling Stockholder"Defaulting Underwriter"), you, as Representatives of the Underwritersother Underwriter (the "non-Defaulting Underwriter), shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, a substitute to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representativesthe non-Defaulting Underwriter, shall not have procured such other Underwritersthe non-Defaulting Underwriter, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or UnderwritersDefaulting Underwriter, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters non-Defaulting Underwriter shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters non-Defaulting Underwriter will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Defaulting Underwriter or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, the Company or the non-Defaulting Underwriter may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the applicable Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as Representatives the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 16 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or applicable Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. 5.1 If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Shares, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateShares, as the case may becovered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Shares, which they are obligated to purchase hereunder, to purchase the Shares Closing Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Shares, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing DateClosing, as the case may becovered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven (7) days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters (if any) and the Company, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date [or the Option Closing Date, as the case may be, ,] any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 24 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 24 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date [Firm] Securities [or the Option Closing dateSecurities, as the case may be,] covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares [Firm] Securities [or Option Securities, as the case may be,] which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares [Firm] Securities [or Option Securities, as the case may be,] with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date [Firm] Securities [or the Option Closing DateSecurities, as the case may be,] covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 3624-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date [or Option Closing Date, as the case may be, ,] may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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.changes

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or Company), the Selling Stockholder, you, as Representatives of the Underwriters, Underwriters shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersunderwriters, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Underwriters shall not have procured such other Underwriters, or any others, underwriters to purchase the Shares agreed to be purchased by the defaulting Underwriter or UnderwritersUnderwriter, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters non-defaulting Underwriter shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters non-defaulting Underwriter will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriter or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or UnderwritersUnderwriter, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, the non-defaulting Underwriter may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the applicable Option Closing DateDate(s), as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as Representatives the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or applicable Option Closing DateDate(s), as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the an Option Closing Date, as the case may beif applicable, any Underwriter shall fail to purchase and pay for the portion of the Firm Shares or Option Shares, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Company, in such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the such Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the such Option Closing Date, as the case may be, the Company and the Selling Stockholder or you you, as the Representatives of the Underwriters Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as Representatives the Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and the Selling Stockholder Issuer or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 Section 10 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Stockholder, Company) you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares aggregate principal amount of Securities to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares principal amount of Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares aggregate principal amount of Securities to be purchased on the Closing Date or the Option Closing Datedate, as the case may be, the Company and the Selling Stockholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-36- hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or the Option Closing Datedate, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Final Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderOperating Partnership), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or the Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Shares, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateShares, as the case may becovered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Shares, which they are obligated to purchase hereunder, to purchase the Shares Closing Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Shares, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing DateClosing, as the case may becovered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities or Option Shares, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities or Option Shares, as the case may be, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Securities or the Option Closing dateShares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Closing Securities or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Securities or the Option Closing DateShares, as the case may be, covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 ArticleVI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company, the Operating Partnership or the Selling StockholderAdvisor), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is 2 Company or to provide this amount. the Selling Stockholderdefaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities or Option Securities , as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Issuer or the a Selling Stockholder), you, as the Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company Issuer and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company Issuer and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Issuer or of the Selling Stockholder Stockholders except to the extent otherwise provided in Sections 6 and 9 Section 13 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities and Selling Stockholder Shares (collectively, the “Initial Closing Securities”) or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderStockholders), youthe Representative, as Representatives of or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares Initial Closing Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Initial Closing Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Initial Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Initial Closing Date Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Initial Closing Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares Initial Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Initial Closing Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Initial Closing Date Securities or the Option Closing DateSecurities, as the case may be, covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Stockholders except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven (7) days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Offered Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares Offered Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Offered Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares Offered Securities to be purchased on the First Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Offered Securities which they are obligated to purchase hereunder, to purchase the Shares Offered Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Offered Securities with respect to which such default shall occur exceeds 10% of the Shares Offered Securities to be purchased on the First Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the First Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package ADS Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 thirty-six (36) hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 thirty-six (36) hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed ten percent (10% %) of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds ten percent (10% %) of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven five (5) days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus Supplement or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing, which they are obligated to purchase hereunder, to purchase the Shares Closing Securities, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing DateSecurities, as the case may becovered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 10 shall Article not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any one or the Option Closing Date, as the case may be, any Underwriter more Underwriters shall fail to purchase and pay for the portion any of the Shares which Securities agreed to be purchased by such Underwriter has agreed or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for on such date (otherwise than by reason in the respective proportions which the amount of any default on the part of the Company or the Selling Stockholder, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms Securities set forth herein, opposite their names in Schedule I hereto bears to the Shares aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours you; provided, as such Representativeshowever, shall not have procured such other Underwriters, or any others, to purchase that in the Shares agreed to be purchased by event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters, then if the aggregate number of shares with respect Underwriters agreed but failed to which such default purchase shall occur does not exceed 10% of the Shares aggregate amount of Securities set forth in Schedule I hereto, the remaining Underwriters shall have the right to purchase all, but shall not be purchased on under any obligation to purchase any, of the Closing Date Securities, and if such nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Underwriter or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 hereofCompany. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may shall be postponed for such period, not exceeding seven daysfive Business Days, as you, as Representatives, may the Representatives shall determine in order that the required changes in the Registration Statement, Statement and the General Disclosure Package or in the Final Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under Nothing contained in this Section 10 Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail ----------------------- default in its or their obligations to purchase and pay for the portion any of the Shares which such Underwriter has agreed it or they are obligated to purchase and pay for on such date (otherwise than by reason of any default under this Agreement on the part of First Closing Date (including, without limitation, any Optional Shares to be purchased on the Company or the Selling StockholderFirst Closing Date), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the aggregate number of Shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the total number of Shares which the Underwriters are obligated to be purchased on purchase at the First Closing Date or the Option Closing date, as the case may beDate, the other Underwriters shall be obligated, obligated severally, in proportion to the their respective numbers of Shares which they are obligated to purchase commitments hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, . If any Underwriter or if Underwriters shall so default and the aggregate number of shares of Shares with respect to which such default shall or defaults occur exceeds is more than 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriters as provided in this Section 10, (i) the Company shall have the right to postpone the First Closing Date for a period of not more than five full business days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Shares to be purchased on by the Closing Date remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives Underwriters for damages occasioned by its default hereunder. Any termination of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties this Agreement pursuant to this Agreement, to terminate this Agreement Section 10 shall be without liability on the part of the any non-defaulting Underwriters or of the Company Underwriter or the Selling Stockholder Company, except for expenses to be paid or reimbursed pursuant to Section 5 and except for the extent provided in Sections 6 and 9 hereof. In the event provisions of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 Agreement6.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as if any, in the case may be, event that there is more than one Underwriter and any Underwriter shall fail to purchase and pay for the portion of the Closing Shares or Option Shares, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), Newbridge, or if Newbridge is the Selling Stockholderdefaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Shares or Option Shares, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, Newbridge shall not have procured such other Underwriters, or any others, to purchase the Closing Shares or Option Shares, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Shares or Option Shares, as the case may be, with respect to which such default shall occur does not exceed 10% of the Closing Shares to be purchased on the Closing Date or the Option Closing dateShares, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Closing Shares or Option Shares, as the case may be, with respect to which such default shall occur exceeds 10% of the Closing Shares to be purchased on the Closing Date or the Option Closing DateShares, as the case may be, covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters Newbridge will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youNewbridge, as Representativesor if Newbridge is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Offered ADSs which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your commercially reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersothers approved by the Company provided that such approval shall not be unreasonably withheld, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares Offered ADSs which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Offered ADSs agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares ADSs with respect to which such default shall occur does not exceed 10% of the Shares Offered ADSs to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Offered ADSs which they are obligated to purchase hereunder, to purchase the Shares Offered ADSs which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares ADSs with respect to which such default shall occur exceeds 10% of the Shares Offered ADSs to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine with the consent of the Company in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any Nothing in this paragraph and no action taken under this Section 10 hereunder shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm ADSs hereunder unless all of the Firm ADSs are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval).

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersothers or make other arrangements satisfactory to the Company and the Selling Stockholder, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Offered ADSs which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Offered ADSs which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Offered ADSs agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares ADSs with respect to which such default shall occur does not exceed 10% of the Shares Offered ADSs to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Offered ADSs which they are obligated to purchase hereunder, to purchase the Shares Offered ADSs which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares ADSs with respect to which such default shall occur exceeds 10% of the Shares Offered ADSs to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares Public Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Public Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Public Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Public Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may bePublic Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Shares or Option Shares, as the case may be, which they are obligated to purchase hereunder, to purchase the Closing Shares or Option Shares, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Public Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may bePublic Securities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which that such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which that the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which that they are obligated to purchase hereunder, to purchase the Shares which that such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5, 8 and 9 hereof9. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Firm Securities Closing Date or the Option Optional Securities Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number amount of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares aggregate amount of Securities to be purchased on the Firm Securities Closing Date or the Option Optional Securities Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers amount of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number amount of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares Securities to be purchased on the Firm Securities Closing Date or the Option Optional Securities Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Firm Securities Closing Date or Option Optional Securities Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion principal amount of the Shares Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such principal amounts as may be agreed upon and upon the terms set forth herein, the Shares Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of shares Notes with respect to which such default shall occur does not exceed 10% of the Shares aggregate principal amount of the Notes to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers aggregate principal amount of Shares Notes which they are obligated to purchase hereunder, to purchase the Shares Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of shares of Shares Notes with respect to which such default shall occur exceeds 10% of the Shares aggregate principal amount of the Notes to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and Stockholders, upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing a Date or the Option Closing Date, as the case may beof Delivery, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderOperating Partnership), youXxxxxxx Xxxxx & Associates, Inc., as Representatives Representative of the Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Operating Partnership, such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours youXxxxxxx Xxxxx & Associates, Inc., as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beof Delivery, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beof Delivery, the Company and the Selling Stockholder Operating Partnership, or you Xxxxxxx Xxxxx & Associates, Inc., as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Operating Partnership, except to the extent provided in Sections 6 (v) and 9 (vii) hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10(viii), the Closing Date or Option Closing Date, as the case may be, of Delivery may be postponed for such period, not exceeding seven days, as youXxxxxxx Xxxxx & Associates, Inc., as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 (viii) shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Stockholder, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters shall fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non defaulting Underwriters, or any othersother underwriters, to purchase from all, but not less than all, of the Company and the Selling Stockholder Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth hereinforth; if, however, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, Representatives shall not have procured completed such other Underwritersarrangements within such 24-hour period, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then then: (a) if the aggregate number of shares with respect to which such default shall occur Defaulted Securities does not exceed 10% of the Shares number of Securities to be purchased on such date, each of the non defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non defaulting Underwriters; or (b) if the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Date or Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non defaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of a Date of Delivery which is after the Closing dateTime, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either (i) the other Underwriters Representatives or (ii) the Company shall be obligated, severally, in proportion have the right to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchasepostpone Closing Time, or if the aggregate number relevant Date of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing DateDelivery, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour for a period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine days in order that the to effect any required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effectedarrangements. The As used herein, the term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken an Underwriter under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement10.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 thirty-six (36) hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Closing Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 thirty-six (36) hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Shares with respect to which such default shall occur does not exceed ten percent (10% %) of the Closing Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Closing Shares which they are obligated to purchase hereunder, to purchase the Closing Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Closing Shares with respect to which such default shall occur exceeds ten percent (10% %) of the Closing Shares to be purchased on the Closing Date or the Option Closing Date, as the case may becovered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven (7) days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date [or the Option Closing Date, as the case may be, ,] any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 24 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 24 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date [Firm] Securities [or the Option Closing dateSecurities, as the case may be,] covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares [Firm] Securities [or Option Securities, as the case may be,] which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares [Firm] Securities [or Option Securities, as the case may be,] with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date [Firm] Securities [or the Option Closing DateSecurities, as the case may be,] covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 3624-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date [or Option Closing Date, as the case may be, ,] may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If If, on the Closing Date or the Option Closing Date, as any one or more of the case may be, any Underwriter Underwriters shall fail or refuse to purchase and pay for the portion of the Shares which such Underwriter Securities that it has or they have agreed to purchase and pay for hereunder on such date (otherwise than by reason except in the event of any a default on the part of the Company Company), and the aggregate principal amount of Securities which such defaulting Underwriter or the Selling Stockholder, you, as Representatives Underwriters agreed but failed or refused to purchase is ten percent or less of the Underwritersaggregate principal amount of Securities to be purchased on such date, shall use your reasonable efforts the other Underwriters may make arrangements satisfactory to procure within 36 hours thereafter the Representatives for the purchase of such Securities by other persons (who may include one or more of the non-defaulting Underwriters, including the Representatives), but if no such arrangements are made by the Closing Date, the other Underwriters shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or any othersin such other proportions as the Representatives may specify, to purchase from the Company and the Selling Stockholder Securities which such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, refused to purchase on such date. If, on the Shares agreed to be purchased by the defaulting Closing Date, any Underwriter or Underwriters, then if Underwriters shall fail or refuse to purchase Securities and the aggregate number principal amount of shares Securities with respect to which such default shall occur does not exceed 10% (except in the event of a default on the part of the Shares Company) occurs is more than ten percent of the aggregate principal amount of Securities to be purchased on the Closing Date or the Option Closing datepurchased, as the case may be, the other Underwriters shall be obligated, severally, in proportion and arrangements satisfactory to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, Representatives and the Company and for the Selling Stockholder or you as the Representatives purchase of the Underwriters will have the rightsuch Securities are not made within 36 hours after such default, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement shall terminate without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company. In any such case either the Representatives or the Company or shall have the Selling Stockholder except right to postpone the extent provided Closing, but in Sections 6 and 9 hereof. In the no event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding longer than seven days, as you, as Representatives, may determine in order that the required changes changes, if any, in the Registration Statement, the General Disclosure Package or Statement and/or in the Prospectus or in any other documents or arrangements may be effected. The As used in this Agreement, the term “"Underwriter” " includes any person substituted for a defaulting Underwriteran Underwriter under this Section 11. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the First Closing Date or the Option such Optional Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and or the Selling Stockholder Forward Seller, as applicable, such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares Securities to be purchased on the First Closing Date or the Option Optional Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares Securities to be purchased on the First Closing Date or the Option Optional Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the any non-defaulting Underwriters Underwriter or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 1011, the First Closing Date or Option Optional Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as the Company or you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Shares or Warrants which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representatives, or if a Representative is the Selling Stockholderdefaulting Underwriter, you, as Representatives of the non-defaulting Representative and Underwriters, shall use your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representatives shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representatives, as Representativesor if a Representative is a defaulting Underwriter, the non-defaulting Representative and Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may beif any, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderIssuer), you, as the Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersothers reasonably satisfactory to the Issuer, to purchase from the Company and the Selling Stockholder Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Shares Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any othersothers reasonably satisfactory to the Issuer, to purchase all of the Shares Firm Securities or Option Securities, as the case may be, agreed to be purchased by the defaulting Underwriter or Underwriters, then the Issuer shall be entitled to a further 36 hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase the remaining Firm Securities or Option Securities, as the case may be. If following, as applicable, (x) the original 36 hour period you, as such Representatives, shall not have procured such other Underwriters, or any others reasonably satisfactory to the Issuer, to purchase all of the Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase, and the Issuer does not request a further 36 hour period to identify another party or parties reasonably satisfactory to the Representatives to purchase the Firm Securities or Option Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase, or (y) the second 36 hour period the Issuer has not identified another party or parties reasonably satisfactory to the Representatives to purchase the remaining Firm Securities or Option Securities, as the case may be, then (a) if the aggregate number of shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur then remains (the “Default Shares”) does not exceed 10% of the Shares to be purchased on the Closing Date Firm Securities or the Option Closing dateSecurities, as the case may be, covered hereby, the other non-defaulting Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchaseDefault Shares, or (b) if the aggregate number of shares of Default Shares with respect to which such default shall occur exceeds exceeds, as applicable, (i) 10% of the Shares to be purchased on Firm Securities covered hereby, the Closing Date Issuer or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the non-defaulting Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder Issuer except to the extent provided in Sections 6 and 9 hereofSection 8 hereof or (ii) 10% of the Option Securities to be purchased on the Option Closing Date, the non-defaulting Underwriters shall have the option to terminate their obligation to purchase such Option Securities hereunder on such Option Closing Date or to purchase not less than the number of such Option Securities such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Section, the Closing Date or Option Closing Date, as the case may beif any, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities, as the case may be, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities, with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Stockholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Stockholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Stockholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders (only with respect to the Closing Date) or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of its obligations or any default of such Underwriter under this Agreementliabilities hereunder.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares Securities to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares Securities to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the of any Selling Stockholder Shareholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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.event

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail default in its or their obligations to purchase and pay for the portion any of the Shares which such Underwriter has agreed it or they are obligated to purchase and pay for on such date (otherwise than by reason of any default under this Agreement on the part of First Closing Date (including, without limitation, any Optional Shares to be purchased on the Company or the Selling StockholderFirst Closing Date), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the aggregate number of Shares which the such defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the total number of Shares which the Underwriters are obligated to be purchased on purchase at the First Closing Date or the Option Closing date, as the case may beDate, the other Underwriters shall be obligated, obligated severally, in proportion to the their respective numbers of Shares which they are obligated to purchase commitments hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, . If any Underwriter or if Underwriters shall so default and the aggregate number of shares of Shares with respect to which such default shall or defaults occur exceeds is more than 10% of the total number of Shares which the Underwriters are obligated to purchase at the First Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares by other persons are not made within 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriters as provided in this Section 12, (i) the Company shall have the right to postpone the First Closing Date for a period of not more than five full business days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Shares to be purchased on by the Closing Date remaining Underwriters or substituted underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives Underwriters for damages occasioned by its default hereunder. Any termination of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties this Agreement pursuant to this Agreement, to terminate this Agreement Section 12 shall be without liability on the part of the any non-defaulting Underwriters or of the Company Underwriter or the Selling Stockholder Company, except for expenses to be paid or reimbursed pursuant to Section 7 and except for the extent provided in Sections 6 and 9 hereof. In the event provisions of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 Agreement8.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives Representative of the Underwriters, shall use your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares Securities to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares Securities to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Closing Shares or Closing Warrants which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representatives, or if a Representative is the Selling Stockholderdefaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your commercially reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representatives, as Representativesor if a Representative is a defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any others, to purchase the Shares Closing Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Securities with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Securities which they are obligated to purchase hereunder, to purchase the Shares Closing Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Securities with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may beSecurities covered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus Supplement or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. 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. Notwithstanding the foregoing, this Article V shall not apply if the Representative is the only Underwriter in the Offering.

DEFAULT BY UNDERWRITERS. If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Offered Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares Offered Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Offered Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares Offered Securities to be purchased on the First Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Offered Securities which they are obligated to purchase hereunder, to purchase the Shares Offered Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Offered Securities with respect to which such default shall occur exceeds 10% of the Shares Offered Securities to be purchased on the First Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the First Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, upon consultation with the Company, may determine in order that the required changes in the Registration Statement, the General Disclosure Package ADS Registration Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of shares Securities with respect to which such default shall occur does not exceed 10% of the Shares aggregate principal amount of Securities to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Shares Securities which they are obligated to purchase hereunder, to purchase the Shares Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of shares of Shares Securities with respect to which such default shall occur exceeds 10% of the Shares aggregate principal amount of Securities to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares Closing Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Company), the Representative, or if the Selling StockholderRepresentative is the defaulting Underwriter, you, as Representatives of the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersother persons reasonably satisfactory to the Company, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares Closing Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, the Representative shall not have procured such other Underwriters, or any othersother persons reasonably satisfactory to the Company, to purchase the Shares Closing Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Closing Shares, with respect to which such default shall occur does not exceed 10% of the Closing Shares to be purchased on the Closing Date or the Option Closing date, as the case may becovered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares Closing Shares, which they are obligated to purchase hereunder, to purchase the Shares Closing Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares Closing Shares, with respect to which such default shall occur exceeds 10% of the Closing Shares to be purchased on the Closing Date or the Option Closing Date, as the case may becovered hereby, the Company and or the Selling Stockholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 Article VI hereof. In the event of a default by any Underwriter or UnderwritersUnderwriters and substitution of another person, as set forth in this Section 10Article V, the applicable Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven (7) days, as youthe Representative, as Representativesor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person not listed on Schedule I hereto that, pursuant to this Article V, is substituted for a defaulting Underwriter. Any action taken under this Section 10 Article V shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the any Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholder or you as the Representatives of the Underwriters Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or the relevant Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 108, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, you as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersunderwriters, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, underwriters to purchase the Shares agreed to be purchased by the defaulting Underwriter or UnderwritersUnderwriter, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may beDate, the other non-defaulting Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date , the Company or the Option Closing Dateyou, as the case may be, the Company and the Selling Stockholder or you as the Representatives Representative of the Underwriters Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or UnderwritersUnderwriter, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representativesthe Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersother persons determined by the Underwriters, in consultation with the Company, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativesRepresentative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholder or you as the Representatives Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any Nothing in this Section 9, and no 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 BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderShareholder), you, as Representatives Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, you shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholder or you you, as the Representatives of the Underwriters Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholder except to the extent provided in Sections 6 5 and 9 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativesRepresentative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If (a) If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail defaults on its obligation to purchase and pay for the portion of the Shares which such Underwriter Securities that it has agreed to purchase and pay hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities 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 Securities, 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 Securities on such date (otherwise than by reason terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to five full business days in order to effect any default on changes that in the part opinion of counsel for the Company or counsel for the Selling StockholderUnderwriters may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, youand the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, as Representatives the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in the Underwriting Agreement that, pursuant to this Section 9, purchases Securities that a defaulting Underwriter agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more Securities of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the a defaulting Underwriter or Underwriters failed by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, require each non-defaulting Underwriter to purchase the Shares principal amount of Securities that such Underwriter agreed to be purchased by the defaulting Underwriter or Underwriters, then if the aggregate number of shares with respect to which purchase hereunder plus such default shall occur does not exceed 10% of the Shares to be purchased Underwriter's pro rata share (based on the Closing Date or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Shares which they are obligated Securities that such Underwriter agreed to purchase hereunder, to purchase ) of the Shares which Securities of such defaulting Underwriter or Underwriters failed for which such arrangements have not been made. (c) If, after giving effect to purchaseany arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the aggregate number of shares of Shares with respect to which such default Company shall occur exceeds 10% of not exercise the Shares to be purchased on the Closing Date or the Option Closing Dateright described in paragraph (b) above, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or Underwriters. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company, except that the Company or will continue to be liable for the Selling Stockholder except to the extent provided in Sections 6 and 9 hereof. In the event payment of a default by any Underwriter or Underwriters, expenses as set forth in this Section 10, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order 10 hereof and except that the required changes provisions of Section 7 hereof shall not terminate and shall remain in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for effect. (d) Nothing contained herein shall relieve a defaulting Underwriter. Any action taken under this Section 10 shall not relieve Underwriter of any liability it may have to the Company or any non-defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementfor damages caused by its default.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling StockholderShareholder), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of shares Shares with respect to which such default shall occur does not exceed 10% of the Shares to be purchased on the Closing Date or the Option Closing dateDate, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the Shares to be purchased on the Closing Date or the Option Closing Date, as the case may be, the Company and the Selling Stockholder Shareholders or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Stockholder Shareholders except to the extent provided in Sections 6 5 and 9 hereof8 hereof (provided that if such default occurs with respect to Option Shares, this Agreement will not terminate as to the Firm Shares or any Option Shares purchased prior to such termination). In the event of a default by any Underwriter or Underwriters, as set forth in this Section 109, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. 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 BY UNDERWRITERS. If on the Closing Date or the any Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Preferred Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling StockholderCompany), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Preferred Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the Preferred Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then if the Company shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such Preferred Shares on such terms. If, after giving effect to any arrangements for the purchase of Preferred Shares by a defaulting Underwriter by you and the Company provided above, the aggregate number of shares Preferred Shares with respect to which such default shall occur does not exceed 10% of the Preferred Shares to be purchased on the Closing Date or the any such Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Preferred Shares which they are obligated to purchase hereunder, to purchase the Preferred Shares which such defaulting Underwriter or Underwriters failed to purchase. If, or if after giving effect to any arrangements for the purchase of the Preferred Shares by a defaulting Underwriter by you and the Company provided above, the aggregate number of shares of Preferred Shares with respect to which such default shall occur exceeds 10% of the Preferred Shares to be purchased on the Closing Date or the any such Option Closing Date, as the case may be, the Company and the Selling Stockholder or you as the Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or the Selling Stockholder except to the extent provided in Sections 6 and 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 10, the Representatives or the Company shall have the right to postpone the Closing Date or any such Option Closing Date, as the case may be, may be postponed for such period, a period not exceeding seven days, as you, as Representatives, may determine days in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. 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.