Common use of Default Exceeding 10% of Firm Shares Clause in Contracts

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives may, in their discretion, arrange for one or all of them or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Shares the Representatives do not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives to purchase said Firm Shares on such terms. In the event that neither the Representatives nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representatives or the Company without liability on the part of the Company (except as provided in Sections 3.11 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives Representative may, in their its discretion, arrange for one or all of them it or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Shares the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.10, 5, and 5 hereof9.3) or the several Underwriters (except as provided in Section 5 hereof5); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives Representative may, in their its discretion, arrange for one or all of them it or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Shares the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm SharesShares , the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them itself or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 and 5 3.10 hereof) ), or the several Underwriters (except Underwriters; provided, however, that if such default occurs with respect to, this Agreement will not terminate as provided in Section 5 hereof)to the Firm Shares; provided and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder. For the avoidance of doubt, nothing contained in this Section shall excuse a default by the Representative (in its capacity as an Underwriter) in its obligations to purchase the Firm Shares.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them themselves or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties reasonably satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange arranges for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.8 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided provided, however, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives Representative may, in their its discretion, arrange for one or all of them it or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Shares the Representatives Representative do not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.10, 5, and 5 9.3 hereof) or the several Underwriters (except as provided in Section 5 hereof); hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above 6(a) relates to more than 10% of the Firm Shares, the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them itself or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3(k) and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above 6(a) relates to more than 10% of the Firm Shares, the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them themselves or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives Representative do not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3(k) and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above 6(a) relates to more than 10% of the Firm Shares, the Representatives may, may in their discretion, discretion arrange for one or all of them themselves or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives to purchase said Firm Shares on such terms. In the event that neither the Representatives nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives or the Company without liability on the part of the Company (except as provided in Sections 3.11 3(h) and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them itself or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.10 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided provided, however, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them itself or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.10 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided provided, however, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder. For the avoidance of doubt, nothing contained in this Section 6.2 shall excuse a default by the Representative (in its capacity as an Underwriter) in its obligations to purchase the Firm Shares.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above 9(a) relates to more than 10% of the Firm Shares, the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them itself or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 69, this Agreement may will automatically be terminated by the Representatives Representative or the Company and the Selling Stockholders without liability on the part of the Company (except as provided in Sections 3.11 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof)Selling Stockholders or the non-defaulting Underwriters; provided and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives may, Representative may in their discretion, its discretion arrange for one or all of them themselves or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares Shares, the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties reasonably satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may will automatically be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.8 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided provided, however, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

Default Exceeding 10% of Firm Shares. In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Shares, the Representatives Representative may, in their its discretion, arrange for one or all of them it or for another party or parties to purchase such Firm Shares to which such default relates on the terms contained herein. If within one (1) Business Day after such default relating to more than 10% of the Firm Shares the Representatives do Representative does not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Representatives Representative to purchase said Firm Shares on such terms. In the event that neither the Representatives Representative nor the Company arrange for the purchase of the Firm Shares to which a default relates as provided in this Section 6, this Agreement may be terminated by the Representatives Representative or the Company without liability on the part of the Company (except as provided in Sections 3.11 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.. EarlyBirdCapital, Inc. _____________, 2013 Page 34 of 45