Common use of Default of One or More of the Several Underwriters Clause in Contracts

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Mortgage Bonds that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), and then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the aggregate principal amount number of the Defaulted Securities which in such defaulting Underwriter or amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters agreed but failed or refused to purchase shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Mortgage Bonds to be purchased on such date, the other non- defaulting Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount of Securities the Mortgage Bonds set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of Securities such Mortgage Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such Mortgage Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities such Mortgage Bonds and the aggregate principal amount of Securities such Mortgage Bonds with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Mortgage Bonds to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Mortgage Bonds are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 67, Section 8, Section 9 8 and Section 14 16 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Units that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Units to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Units set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate principal amount number of Securities Firm Offered Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Units and the aggregate principal amount number of Securities Offered Units with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Units to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Units are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 66 (“Reimbursement of Underwriters’ Expenses”), Section 88 (“Indemnification”), and Section 9 and Section 14 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Offered Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Section 12.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Shares set forth opposite their respective names on Schedule A attached hereto bears to the aggregate principal amount number of Securities Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 6, Section 8, 8 and Section 9 and Section 14 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven (7) days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount amounts of Securities such Notes set forth opposite their respective names on Schedule A I bears to the aggregate principal amount of Securities such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities such Notes and the aggregate principal amount of Securities such Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Notes are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any the non-defaulting party to any other party Underwriters or the Company, except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability to the Company in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date, Date or any Option Securities Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date, Date or any Option Securities Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section ‎Section 4, Section 6‎Section 7, Section 8, Section ‎Section 9 and Section 14 ‎Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Securities Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 11. Any action taken under this Section 10 ‎Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate ACTIVE 228400414v.4 principal amount amounts of Securities such Notes set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities such Notes and the aggregate principal amount of Securities such Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Notes to be purchased on such date, date and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 67, Section 8, Section 9 12 and Section 14 15 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, . If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 7 and Section 14 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.this

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities the Notes that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate principal amount number of Securities the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Notes set forth opposite their respective names on Schedule A I, bears to the aggregate principal amount number of Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, . If any one or more of the Underwriters shall fail or refuse to purchase Securities Notes and the aggregate principal amount number of Securities Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Notes to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Securities Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 8 and 9 and Section 14 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1018. Any action taken under this Section 10 18 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Debentures that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Debentures to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Debentures set forth opposite their respective names on Schedule A bears Abears to the aggregate principal amount of Securities Firm Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-non- defaulting Underwriters, to purchase the Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Debentures and the aggregate principal amount of Securities Debentures with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Debentures to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Debentures are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Class B Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Class B Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Class B Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Class B Common Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Class ---------- B Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Class B Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Class B Common Shares and the aggregate principal amount number of Securities Class B Common Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Class B Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Class B Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, . If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company Laredo Parties for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 Sections 5 and Section 14 7 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company Laredo Parties shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Debentures that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Debentures to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the aggregate principal amount of Securities Firm Debentures set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities Firm Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Debentures and the aggregate principal amount of Securities Debentures with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Debentures to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Debentures are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 67, Section 8, Section 9 9, Section 13 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Securities the Firm Shares or Option Shares, as applicable, that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Firm Shares or Option Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Firm Shares or Option Shares, as applicable, to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Firm Shares or Option Shares, as applicable, by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares and Option Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares and Option Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Firm Shares and Option Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities Firm Shares or Option Shares and the aggregate principal amount number of Securities Firm Shares and Option Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Firm Shares or Option Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Firm Shares and Option Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Offered Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 of this Agreement shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, and unless the Closing Date is postponed pursuant to this Section 12, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 65, Section 8, Section 9 10 and Section 14 11 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1012. Any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Offered Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate principal amount number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, all of the conditions set forth in Section 6 have been satisfied and any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, all of the conditions set forth in Section 6 have been satisfied and any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Selling Stockholders and the Company for the purchase of such Securities are not made within 48 hours after such defaultdefault or such longer period as specified in the next sentence, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45(i), Section 6, 8 and in Section 8, Section 9 and Section 14 15 shall at all times be effective and shall survive such termination. In any such case either any of the Representative Representatives, the Selling Stockholders or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory (i) to the Company for the purchase of the Firm Shares and (ii) the Selling Stockholders holding a majority of the Optional Shares for the purchase of such Optional Shares, by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 67, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have and pay for any of the Stock agreed to be purchased by such Underwriter hereunder and such failure to purchase hereunder on such dateshall 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 (in the respective proportions which the number of shares of the Stock set forth opposite their names in Schedule A hereto bears to the aggregate principal amount number of Securities shares of the Stock set forth opposite the names of all the remaining Underwriters) the Stock which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% purchase; provided, however, that in the event that the aggregate number of shares of the aggregate principal amount of Stock which the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds exceed 10% of the aggregate principal amount number of Securities shares of the Stock agreed to be purchased on such datethe Closing Date or the Date of Delivery, as the case may be, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Stock, and arrangements satisfactory to if such nondefaulting Underwriters do not purchase all the Representative and the Company for the purchase of such Securities are not made within 48 hours after such defaultStock, this Agreement shall or, with respect to the Date of Delivery, the obligation of the Underwriters to purchase, and the Selling Stockholder to sell, the Option Stock to be purchased and sold on such Date of Delivery, will terminate without liability of any non-defaulting party to any other party nondefaulting Underwriter, the Selling Stockholder or the Company, except that the provisions of Section 4Sections 7, Section 69, Section 810, Section 9 14, 15, 16, 17 and Section 14 22 shall at all times be effective and shall survive such termination. In the event of a default by any such Underwriter as set forth in this Section 11 which does not result in a termination of this Agreement or, in the case either of the Representative Date of Delivery, which does not result in a termination of the obligation of the Underwriters to purchase, and the Selling Stockholder to sell, the relevant Option Stock, as the case may be, the Closing Date or the Company Date of Delivery, as the case may be, shall have be postponed for such period, not exceeding five business days, as the right to postpone the Closing Date, but in no event for longer than seven days Underwriters shall determine in order that the required changes, if any, changes to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used Nothing contained in this Agreement, the term “Underwriter” Agreement shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company, the Selling Stockholder or any nondefaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Notes set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate principal amount number of Securities Firm Offered Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Notes and the aggregate principal amount number of Securities Offered Notes with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Notes are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 66 (“Reimbursement of Underwriters’ Expenses”), Section 8, Section 9 and Section 14 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. 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 of One or More of the Several Underwriters. If, on the First Closing Date, Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date, Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section ‎Section 4, Section 6‎Section 7, Section 8, Section ‎Section 9 and Section 14 ‎Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 11. Any action taken under this Section 10 ‎Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 67, Section 8, Section 9 12, Section 15 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting party to any other party Underwriter or the Company except that the provisions of Section 4, Section 6, Section 7, Section 8, Section 9 14 and Section 14 15 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Disclosure Package, the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities the Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such remaining non-defaulting Underwriters shall be obligated to purchase the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, date in the respective proportions that which the principal amount number of Securities Offered Shares set forth opposite their respective names on the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the aggregate principal amount total number of Securities Offered Shares set forth opposite the names of all such the remaining non-defaulting UnderwritersUnderwriters in Schedule A hereto; provided, or in such other proportions as may be specified by however, that the Representative with the consent of the remaining non-defaulting Underwriters, Underwriters shall not be obligated to purchase any of Offered Shares on such date if the Securities which such total number of Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs date exceeds 10% of the aggregate principal amount total number of Securities Offered Shares to be purchased on such date. If the foregoing maximum is exceeded, and arrangements the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative and who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all Offered Shares to be purchased on such date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase of the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Securities are not made within 48 hours after such defaultdate, this Agreement (or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Optional Shares on such date) shall terminate without liability on the part of any non-defaulting party to any other party Underwriter and the Company, except that the provisions Company will continue to be liable for the payment of Section 4, Section 6, Section 8, Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, expenses to the Registration Statement extent set forth in Sections 4 and the Prospectus or any other documents or arrangements may be effected7. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 10, purchases Offered Shares. Nothing contained herein shall be deemed to include any person substituted for relieve a defaulting Underwriter under of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of a defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement. Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date this Agreement may be terminated by the Representative by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE Amex, or trading in securities generally on any of The Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Effect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10. Any action taken under this Section 10 11 shall not relieve be without liability on the part of (a) the Company to any defaulting Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the other Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter from liability in respect to the Company, or (c) of any default party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such Underwriter under this Agreementtermination.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased hereunder on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date, Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased hereunder on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Shares are not made within 48 hours two business days after such default, the Company or the Representatives shall have the right to terminate this Agreement shall terminate without liability on the part of any non-defaulting party to any other party Underwriter, except that the provisions of Section 4, Section 6, Section 8, Section 9 7 and Section 14 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement Statement, the General Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. 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 of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Shares set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Attorneys-in-Fact for the purchase of such Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 65, Section 8, Section 9 10 and Section 14 11 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company and the Attorneys-in-Fact shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1012. Any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and date (the aggregate principal amount number of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, 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 other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions proportion that the aggregate principal amount amounts of Securities such Notes set forth opposite their respective names on Schedule A bears bear to the aggregate principal amount of Securities such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on date or (ii) if the Closing Date, any one or more number of the Underwriters shall fail or refuse to purchase Defaulted Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount pay for any of the Securities agreed to be purchased on by such dateUnderwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the other remaining Underwriters shall be obligated, severally, obligated severally to take up and pay for (in the respective proportions that which the principal amount of Securities set forth opposite their respective names on in Schedule A hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting the remaining Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase ) the Securities which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. Ifpurchase; provided, on however, that in the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and event that the aggregate principal amount of Securities with respect which the defaulting Underwriter or Underwriters agreed but failed to which such default occurs exceeds purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be purchased on such dateunder any obligation to purchase any, of the Securities, and arrangements satisfactory to if such non-defaulting Underwriters do not purchase all the Representative and the Company for the purchase of such Securities are not made within 48 hours after such defaultSecurities, this Agreement shall will terminate without liability of to any non-defaulting party to any other party Underwriter or the Company, except that the provisions of Section 45, Section 67, Section 8, Section 9 14 and Section 14 17 shall at all times be effective and shall survive such termination. In the event of a default by any such case either the Representative or the Company shall have the right to postpone Underwriter as set forth in this Section 9, the Closing DateDate shall be postponed for such period, but in no event for longer than seven days not exceeding five business days, as the Underwriters shall determine in order that the required changes, if any, changes to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used Nothing contained in this Agreement, the term “Underwriter” Agreement shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate principal amount number of Securities Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 66 (“Reimbursement of Underwriters’ Expenses”), Section 88 (“Indemnification”), and Section 9 and Section 14 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such dateat the Closing Time, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on at the Closing Date, Time. If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such dateat the Closing Time, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 7 and Section 14 8 hereof shall at all times be effective and shall survive such termination, but nothing herein shall relieve a defaulting Underwriter from liability for its default. In any such case either the Representative Underwriters or the Company shall have the right to postpone the Closing DateTime, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the General Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed Exhibit 1.1 or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 6, Section 8, 7 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” "UNDERWRITER" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Shares are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4‎Sections 5, Section 67, Section 8, Section 9 10 and Section 14 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representative or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, and in the proportions that the principal amount number of Securities Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Common Shares and the aggregate principal amount number of Securities Common Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 8 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate principal amount number of Securities Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 66 (“Reimbursement of Underwriters’ Expenses”), Section 8, Section 9 and Section 14 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. 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 of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Debentures that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Debentures to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Debentures set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities Firm Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Debentures and the aggregate principal amount of Securities Debentures with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Debentures to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Debentures are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Shares set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate principal amount number of Securities Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 66 (“Reimbursement of Underwriters’ Expenses”), Section 8, Section 9 and Section 14 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. 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 of One or More of the Several Underwriters. If, on at the Closing DateTime or a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting nondefaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting nondefaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on at the Closing DateTime or the relevant Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 67, Section 8, Section 9 9, Section 13 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing DateTime or the relevant Date of Delivery, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Units that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Units to be purchased on such date, Jefferies may make arrangements satisfactory to the Company for the purchase of such Units by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Units set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Jefferies with the consent of the non-defaulting Underwriters, to purchase the Securities Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities Units and the aggregate principal amount number of Securities Units with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Units to be purchased on such date, and arrangements satisfactory to the Representative Jefferies and the Company for the purchase of such Securities Units are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Jefferies or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date, Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date, Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, If on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Offered Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Offered Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, If on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate principal amount number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date, Date or any applicable Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representatives may make arrangements reasonably satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Selling Shareholders for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered ADSs that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered ADSs to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered ADSs by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm ADSs set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm ADSs set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered ADSs and the aggregate principal amount number of Securities Offered ADSs with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered ADSs to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered ADSs are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or the Optional Closing Date, if any, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount amounts of the Initial Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of the Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-non- defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Initial Securities and the aggregate principal amount of such Initial Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. If, on an Optional Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Option Securities and the aggregate principal amount of such Option Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Option Securities to be purchased on such date, the Representatives with the consent of the non-defaulting Underwriters shall have the option to (i) terminate the Underwriters’ obligation hereunder to purchase the Option Securities to be sold on such Optional Closing Date or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Firm Units or Series B Warrants that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Firm Units and Series B Warrants to be purchased on the Closing Date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Firm Units and Series B Warrants by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Units and Series B Warrants set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Firm Units and Series B Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities Firm Units and Series B Warrants and the aggregate principal amount number of Securities Firm Units and Series B Warrants with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Firm Units and Series B Warrants to be purchased on such dateClosing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Firm Units and Series B Warrants are not made within 48 24 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4, Section 6, Section 8, Section 9 5(a)(vii) and Section 14 7 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Final Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Offered Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate principal amount number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing DateDate or on a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount number of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other non-defaulting Underwriters shall be obligated, severally, in the proportions that proportion to the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing DateDate or on a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount number of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 67, Section 8, Section 9 8 and Section 14 16 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Shares set forth opposite their respective names on Schedule A (the “List of Underwriters”) attached hereto bears to the aggregate principal amount number of Securities Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45 (the “Payment of Expenses”), Section 66 (the “Reimbursement of Underwriters’ Expenses”), Section 88 (“Indemnification”), and Section 9 and Section 14 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or the Optional Closing Date, if any, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount amounts of the Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of the Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Firm Securities and the aggregate principal amount of such Firm Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Firm Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. If, on an Optional Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Additional Securities and the aggregate principal amount of such Additional Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Additional Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Optional Closing Date or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities of any applicable series that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities of the applicable series to be purchased on such date, the other Underwriters of such series shall be obligated, severally, in the proportions that the principal amount number of Securities of such series set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities of such series set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters of such series with the consent of the non-defaulting UnderwritersUnderwriters of such series, to purchase the applicable Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, . If any one or more of the Underwriters of any series shall fail or refuse to purchase Securities of such series and the aggregate principal amount number of Securities of such series with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities of such series to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate with respect to such series without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 7 and Section 14 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative applicable Underwriters or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase the Securities hereunder constitutes a BRRD Liability (as defined below) or a UK Bail-In Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) or the relevant UK resolution authority of its powers under the relevant Bail-in Legislation as set forth in Section 21 with respect to such BRRD Liability or UK Bail-In Liability, such Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Underwriters. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Offered Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Shares and Warrants set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Shares and Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities with respect to which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds 10% of the aggregate principal amount number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate principal amount number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, all of the conditions set forth in Section 6 have been satisfied and any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A I bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, all of the conditions set forth in Section 6 have been satisfied and any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Selling Stockholder and the Company for the purchase of such Securities are not made within 48 hours after such defaultdefault or such longer period as specified in the next sentence, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45(i), Section 6, 8 and in Section 8, Section 9 and Section 14 15 shall at all times be effective and shall survive such termination. In any such case either any of the Representative Representatives, the Selling Stockholder or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party (except the defaulting underwriters) except that the provisions of Section 45, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Shares set forth opposite their respective names on Schedule A attached hereto bears to the aggregate principal amount number of Securities Firm Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that (i) the provisions of Section 45, Section 6, Section 8, 8 and Section 9 and Section 14 hereof shall at all times be effective and shall survive such termination, and (ii) 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. In any such case case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company and the Selling Shareholders for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representative, the Company and the Company Selling Shareholders for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Offered Notes set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate principal amount number of Securities Firm Offered Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Notes and the aggregate principal amount number of Securities Offered Notes with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Notes are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45 (“Payment of Expenses”), Section 66 (“Reimbursement of Underwriters’ Expenses”), Section 8, Section 9 and Section 14 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. 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 of One or More of the Several Underwriters. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such First Closing Date or the applicable Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than a defaulting party Underwriter) to any other party except that the provisions of Section 45, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Lead Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Common Shares and the aggregate principal amount number of Securities Common Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Lead Representative, the Company and the Company Selling Stockholder for the purchase of such Securities Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, 6 Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Lead Representative or the Company shall have the right to postpone the First Closing Date and either the Lead Representative or the Non-Management Selling Stockholders shall have the right to postpone the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Shares are not made within 48 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate terminate. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or any other Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of any non-defaulting party to any other party Underwriters or the Company, except that the provisions of Section 4‎Sections 5, Section 67, Section 8, Section 9 10 and Section 14 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representative or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on at the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase any Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of any Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of such Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on at the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase any Securities and the aggregate principal amount of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4Sections 5, Section 67, Section 8, Section 8 and 9 and Section 14 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date, Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Firm Securities set forth opposite their respective names on Schedule Section A bears to the aggregate principal amount number of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date, Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the aggregate principal amount of Securities Firm Notes set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities Firm Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Notes and the aggregate principal amount of Securities Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 7 and Section 14 8 shall at all times be effective and shall survive such terminationtermination with respect to any non-defaulting Underwriter. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities the Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount amounts of such Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements reasonably satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of the Company or any non-defaulting party to any other party Underwriter except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Shares are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4Sections 5, Section 67, Section 89, Section 9 12, 13 and Section 14 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on the Closing Date or an Option Closing Date, as applicable, either the Representative or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Securities the Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Offered Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing DateDate , as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares and Warrants that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares and Warrants to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares and Warrants by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares and Firm Warrants set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Firm Shares and Firm Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and Warrants and the aggregate principal amount number of Securities Shares and Warrants with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares and Warrants to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Shares and Warrants are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares and Warrants on an Option Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4‎Sections 5(a)(viii), Section 67, Section 8, Section 9 10 and Section 14 12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares and Warrants on the Closing Date or an Option Closing Date, as applicable, either the Representative or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Common Shares set forth opposite their respective names on Schedule A ---------- bears to the aggregate principal amount number of Securities Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Common Shares and the aggregate principal amount number of Securities Common Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than the defaulting party Underwriter(s)) to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the principal amount number of such Securities set forth opposite their respective names on Schedule A 1 bears to the aggregate principal amount number of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount number of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “UnderwriterUnderwriters” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Common Shares and the aggregate principal amount number of Securities Common Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any the non-defaulting party Underwriters, the Selling Stockholders or the Company to any other party to this Agreement except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Common Shares set forth opposite their respective names on Schedule SCHEDULE A bears to the aggregate principal amount number of Securities Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Common Shares and the aggregate principal amount number of Securities Common Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Common Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-party (other than a defaulting party underwriter or underwriters) to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 8 and Section 14 9 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Notes, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount amounts of such Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase the Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A I hereto bears to the aggregate principal amount number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 and Section 14 shall at all times be effective and shall survive such terminationparty. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, . If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 7 and Section 14 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase the Securities hereunder constitutes a BRRD Liability (as defined below) or a UK Bail-In Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) or the relevant UK resolution authority of its powers under the relevant Bail-in Legislation as set forth in Section 21 with respect to such BRRD Liability or UK Bail-In Liability, such Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Underwriters. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company Issuers for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 67, Section 8, Section 9 9, Section 13 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company Issuers shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or each Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Underwritten Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Underwritten Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or each Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Underwritten Securities and the aggregate principal amount number of Underwritten Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Underwritten Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Underwritten Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, 8 and Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the First Closing Date or each Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase the Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, and unless the Closing Date is postponed pursuant to this Section 11, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities the Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such remaining non-defaulting Underwriters shall be obligated to purchase the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, date in the respective proportions that which the principal amount number of Securities Offered Shares set forth opposite their respective names on the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the aggregate principal amount total number of Securities Offered Shares set forth opposite the names of all such the remaining non-defaulting UnderwritersUnderwriters in Schedule A hereto; provided, or in such other proportions as may be specified by however, that the Representative with the consent of the remaining non-defaulting Underwriters, Underwriters shall not be obligated to purchase any of the Securities which Offered Shares on such date if the total number of Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs date exceeds 10% of the aggregate principal amount total number of Securities Offered Shares to be purchased on such date. If the foregoing maximum is exceeded, and arrangements the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative and who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all Offered Shares to be purchased on such date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase of the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Securities are not made within 48 hours after such defaultdate, this Agreement (or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Optional Shares on such date) shall terminate without liability on the part of any non-defaulting party to any other party Underwriter and the Company, except that the provisions Company will continue to be liable for the payment of expenses to the extent set forth in Section 4, Section 6, Section 8, Section 9 4 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected7. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 10, purchases Offered Shares. Nothing contained herein shall be deemed to include any person substituted for relieve a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of such Underwriter under this Agreementa defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities Mortgage Bonds that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Mortgage Bonds, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Mortgage Bonds, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount amounts of Securities such Mortgage Bonds set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities such Mortgage Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities such Mortgage Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities such Mortgage Bonds and the aggregate principal amount of Securities such Mortgage Bonds with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Mortgage Bonds to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Mortgage Bonds are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 7 and Section 14 15 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. 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 of One or More of the Several Underwriters. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the aggregate principal amount of Securities Firm Notes set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities Firm Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Notes and the aggregate principal amount of Securities Notes with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Notes are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 7 and Section 14 8 shall at all times be effective and shall survive such terminationtermination with respect to any non-defaulting Underwriter. In any such case case, either the Representative or the Company shall have the right to postpone the Closing Date or a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing DateDate or on a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount number of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other non-defaulting Underwriters shall be obligated, severally, in the proportions that proportion to the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing DateDate or on a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount number of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 65, Section 8, Section 9 and Section 14 17 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, If any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, . If any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount number of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company Laredo Parties for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 Sections 6 and Section 14 8 hereof shall at all times be effective and shall survive such termination. In any such case either the Representative Underwriters or the Company Laredo Parties shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and the aggregate principal amount number of Securities Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Shares are not made within 48 36 hours after such default, this Agreement or the obligation to purchase Shares on an Additional Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4‎Sections 5, Section 67, Section 8, Section 9 10 and Section 14 12 shall at all times be effective and shall survive such termination, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability to the other Underwriters and the Company for damages occasioned by its or their default hereunder. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representative or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Shares and Warrants that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Shares and Warrants to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares and Warrants by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Firm Shares and Firm Warrants set forth opposite their respective names on Schedule A I bears to the aggregate principal amount number of Securities Firm Shares and Firm Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or the applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Shares and Warrants and the aggregate principal amount number of Securities Shares and Warrants with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Shares and Warrants to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Shares and Warrants are not made within 48 24 hours after such default, this Agreement or the obligation to purchase Shares and Warrants on an Option Closing Date, as applicable, shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section 4‎Sections 5(a)(viii), Section 67, Section 8, Section 9 and Section 14 10 and12 shall at all times be effective and shall survive such termination. In any case where such case a default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares and Warrants on the Closing Date or an Option Closing Date, as applicable, either the Representative or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4Sections 5, Section 67, Section 8, Section 8 and 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the aggregate principal amount of Securities to be purchased set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities on the terms contained in this Agreement are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 47, Section 6, Section 8, Section 9 11 and Section 14 15(c) shall at all times be effective and shall survive such termination. In any such case either the non-defaulting Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days days, in order that any changes that in the required changes, if any, opinion of counsel for the Company or counsel for the Underwriters may be necessary to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Delivery Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of all the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the aggregate principal amount of Securities set forth opposite their respective names on Schedule A B bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Delivery Date, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 forty-eight hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 45, Section 6, Section 8, Section 9 7 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, Delivery Date but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. 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 of One or More of the Several Underwriters. If, on the Closing Date, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Securities Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Securities Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Securities and the aggregate principal amount number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 87, Section 9 and Section 14 10 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions proportion that the aggregate principal amount amounts of such Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party party, except that the provisions of Section Sections 4, Section 6, Section 8, Section 9 and Section 14 17 shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.