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 Firm Units or Series B Warrants that it or they have agreed to purchase hereunder on such date, and the aggregate number of 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 number of the 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, severally and not jointly, in the proportions that the number of Firm Units and Series B Warrants set forth opposite their respective names on Schedule I bears to the aggregate number of 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 Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants and the aggregate number of Firm Units and Series B Warrants with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants to be purchased on such Closing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants are not made within 24 hours after such default, this Agreement shall terminate without liability of any party to any other party, except that the provisions of Section 5(a)(vii) and Section 7 shall at all times be effective and shall survive such termination. In any case where such 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 9. Any action taken under this 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 DateDate or any Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing DateDate or any Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Securities and the aggregate number of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 4, 8, 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, either the Representative Representatives or the Company shall have the right to postpone the Closing DateDate or any applicable Date of Delivery, 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 Final 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants 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 number of Firm Units and Series B Warrants 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 to purchase; provided, however, that in the event that the aggregate number of shares of the Stock which the defaulting Underwriter or refused Underwriters agreed but failed to purchase does not shall exceed 10% of the aggregate number of shares of the Firm Units and Series B Warrants Stock agreed to be purchased on the Closing DateDate or the Date of Delivery, as the case may be, the Representative may make arrangements reasonably satisfactory remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Stock, and if such nondefaulting Underwriters do not purchase all the Stock, this Agreement or, with respect to the Company for the purchase Date 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 dateDelivery, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Units and Series B Warrants set forth opposite their respective names on Schedule I bears to the aggregate number of 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 Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date. If, on the Closing Date, any one or more obligation of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants purchase, and the aggregate number of Firm Units and Series B Warrants with respect Selling Stockholder to which such default occurs exceeds 10% of sell, the aggregate number of Firm Units and Series B Warrants Option Stock to be purchased and sold on such Closing DateDate of Delivery, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants are not made within 24 hours after such default, this Agreement shall will terminate without liability of any party to any other partynondefaulting Underwriter, the Selling Stockholder or the Company, except that the provisions of Section 5(a)(vii) Sections 7, 9, 10, 14, 15, 16, 17 and Section 7 22 shall at all times be effective and shall survive such termination. In any case where such the event of a default by any Underwriter as set forth in this Section 11 which does not result in a termination of this AgreementAgreement or, either in the Representative case of the 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 Final 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 9. Any action taken under this Section 9 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. (a) If, on the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants the Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants the Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants the Securities and the aggregate number principal amount of Firm Units and Series B Warrants the Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants the Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company Issuers for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7, Section 8, Section 9, Section 13 and Section 7 18 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative Representatives 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 Final 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 910. Any action taken under this Section 9 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 an Option Closing Date, as applicable, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Notes, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Notes 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm Units and Series B Warrants such Notes set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date or an Option Closing Date, as applicable, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Notes and the aggregate number principal amount of Firm Units and Series B Warrants such Notes with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Notes to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Notes are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 4, 6, 8, 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, either the Representative Representatives or the Company shall have the right to postpone the Closing Date or the Option Closing Date, as applicable, 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 Final 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7, Section 8, Section 9, Section 13 and Section 7 17 shall at all times be effective and shall survive such termination. In any such case where such 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 Statement, any Issuer Free Writing Prospectus, the Final 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 910. Any action taken under this Section 9 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 DateDate or on a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants 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 number of Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase Defaulted Securities does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities 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 non-defaulting Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that proportion to the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants such Securities and the aggregate number of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 8, Section 9 and Section 7 17 hereof shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 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 5(a)(vii) 4, Section 6, Section 8, Section 9 and Section 7 14 shall at all times be effective and shall survive such termination. In any such case where such 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 910. Any action taken under this Section 9 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(a) Subject to the terms of this Agreement, the obligation of the Underwriters to purchase the Closing Securities at the Closing Date shall be several and not joint and shall be limited to the number and equivalent percentage of the Securities set out opposite the name of the Underwriters respectively below (subject to such adjustment as the Underwriters may determine to eliminate fractional shares): Maxim Group LLC 3,000,000 2,100,000 100 % 3,000,000 2,100,000 100 % (b) If on the Closing Date or any Option Closing Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Closing Securities or Option Securities, as the case may be, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative, or if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the several Underwriters shall fail other Underwriters, or refuse any others, to purchase Firm Units from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Closing Securities or Series B Warrants that it Option Securities, as the case may be, which the defaulting Underwriter or they Underwriters failed to purchase. If during such 36 hours the Representative shall not have procured such other Underwriters, or any others, to purchase the Closing Securities or Option Securities, as the case may be, agreed to purchase hereunder on such datebe purchased by the defaulting Underwriter or Underwriters, and then (a) if the aggregate number of Firm Units and Series B Warrants Closing Securities or Option Securities, as the case may be, with respect to which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase default shall occur does not exceed 10% of the aggregate number of Closing Securities or Option Securities, as the Firm Units and Series B Warrants to be purchased on the Closing Datecase may be, 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 datecovered hereby, the other Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants set forth opposite their respective names on Schedule I bears proportion to the aggregate number respective numbers of Firm Units and Series B Warrants set forth opposite Closing Securities or Option Securities, as the names of all such non-defaulting Underwriterscase may be, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriterswhich they are obligated to purchase hereunder, to purchase the Firm Units and Series B Warrants Closing Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed to purchase, or refused to purchase on the Closing Date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants and (b) if the aggregate number of Firm Units and Series B Warrants Closing Securities or Option Securities, as the case may be, with respect to which such default occurs shall occur exceeds 10% of the aggregate number of Firm Units and Series B Warrants to be purchased on such Closing DateSecurities or Option Securities, and arrangements satisfactory to as the case may be, covered hereby, the Company or the Representative and will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company for the purchase of such Firm Units and Series B Warrants are not made within 24 hours after such default, this Agreement shall terminate without liability of any party to any other party, except that the provisions of Section 5(a)(vii) Sections 3(a), 3(b), 6, 9, 10 and Section 7 13 shall at all times be effective and shall survive such termination. In any case where such the event of a default does by any Underwriter or Underwriters, as set forth in this Section 25(b), the applicable Closing Date may be postponed for such period, not result in a termination of this Agreementexceeding seven days, either as the Representative, or if the Representative or is the Company shall have defaulting Underwriter, the right to postpone the Closing Datenon-defaulting Underwriters, but in no event for longer than seven days may determine 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 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this Agreementinstrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Executive Managing Director, Investment Banking By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chairman, President & Chief Executive Officer None. Xxxx Xxxxxx Xxxxx X. Xxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxxx , 2015 Maxim Group LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned, a holder of common shares (“Common Shares”), or rights to acquire Common Shares, of Aeterna Zentaris Inc. (the “Company”), understands that you are the representative (the “Representative”) of the several underwriters (collectively, the term “Underwriter” Underwriters”) named or to be named in the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Underwriters and the Company, providing for the public offering (the “Offering”) of Common Shares and warrants to purchase Common Shares (the “Securities”). Capitalized terms used herein and not otherwise defined shall be deemed to include any person substituted have the meanings set forth for a defaulting Underwriter under this Section 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability them in respect of any default of such Underwriter under this the Underwriting 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants the Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm Units and Series B Warrants such Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Securities and the aggregate number principal amount of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements reasonably satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of the Company or any party to any other party, non-defaulting Underwriter except that the provisions of Section 5(a)(vii) Sections 4, 8, 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 Final 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Notes 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Notes set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative BAS with the consent of the non-defaulting Underwriters, to purchase the Firm Units and Series B Warrants Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Notes and the aggregate number principal amount of Firm Units and Series B Warrants Notes with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Notes to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative BAS and the Company for the purchase of such Firm Units and Series B Warrants Notes are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 7 and Section 7 8 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative BAS 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 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 9. Any action taken under this Section 9 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, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Notes, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm Units and Series B Warrants such Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Securities and the aggregate number principal amount of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 4, 6, 8, 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 Final 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Offered Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Firm Units and Series B Warrants Offered Notes 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Offered Notes set forth opposite their respective names on Schedule I A (the “List of the Underwriters”) attached hereto bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Offered Notes and the aggregate number of Firm Units and Series B Warrants Offered Notes with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Firm Units and Series B Warrants Offered Notes to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Offered Notes are not made within 24 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), and Section 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 98. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such 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 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions proportion that the number aggregate principal amounts of Firm Units and Series B Warrants such Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Securities and the aggregate number principal amount of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, except that the provisions of Section 5(a)(vii) Sections 4, 8, 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number total principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number total principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number total principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number total principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number total principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number total principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7, Section 8, Section 12, Section 15 and Section 7 17 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 Final 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 9. Any action taken under this 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 Firm Units or Series B Warrants Debt Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Debt Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Debt Securities, 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amounts of Firm Units and Series B Warrants the Debt Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants the Debt Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Lead Managers with the consent of the non-defaulting Underwriters, to purchase the Firm Units and Series B Warrants such Debt Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Debt Securities and the aggregate number principal amount of Firm Units and Series B Warrants such Debt Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants the Debt Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Lead Managers and the Company Issuer for the purchase of such Firm Units and Series B Warrants Debt Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 9 and Section 7 10 hereof shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative Lead Managers or the Company Issuer 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 Final 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 911. Any action taken under this Section 9 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 Firm Units or Series B Warrants the aggregate principal amount of Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives, the Company and the Company Operating Partnership for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative Representatives or the Company and the Operating Partnership 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other partynon-defaulting Underwriter, except that the provisions of Section 5(a)(vii) 4, Section 6 and Section 7 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 98. Any action taken under this Section 9 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 DateDate or on a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants 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 number of Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase Defaulted Securities does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities 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 non-defaulting Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that proportion to the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants such Securities and the aggregate number of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 7, Section 8 and Section 7 16 hereof shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 9. Any action taken under this 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 First Closing Date or the Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the First Closing Date or the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 6, Section 7 and Section 7 8 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the First Closing Date or the 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 Final Prospectus or any other documents document 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 9. Any action taken under this 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 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 Firm Units or Series B Warrants Underwritten Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Underwritten Securities 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Underwritten Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Underwritten Securities and the aggregate number of Firm Units and Series B Warrants Underwritten Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Underwritten Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Underwritten Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of all the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I B bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Delivery Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 forty-eight hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7 and Section 7 10 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 98. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7, Section 9 and Section 7 10 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 Person substituted for a defaulting Underwriter under this Section 911. Any action taken under this Section 9 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 Firm Units or Series B Warrants Mortgage Bonds 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 aggregate principal amount 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 number principal amount of Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase the Defaulted Securities does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Mortgage Bonds 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 non- defaulting Underwriters shall be obligated, severally and not jointlyseverally, in the proportions that proportion to the number aggregate principal amount of Firm Units and Series B Warrants the Mortgage Bonds set forth opposite their respective names on Schedule I A hereto bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants which such Mortgage Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Mortgage Bonds and the aggregate number principal amount of Firm Units and Series B Warrants such Mortgage Bonds with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Mortgage Bonds to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Mortgage Bonds are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 7, Section 8 and Section 7 16 hereof shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 9. Any action taken under this 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 First Closing Date, Date or any applicable Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities to be purchased on the Closing Datesuch date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Firm Units and Series B Warrants 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, severally and not jointly, in the proportions that the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 7, Section 9 and Section 7 10 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 911. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such the Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party, non-defaulting Underwriter or the Company except that the provisions of Section 5(a)(vii) 4, Section 6, Section 7, Section 8, Section 14 and Section 7 15 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 916. Any action taken under this Section 9 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 at the Closing DateTime or a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7, Section 8, Section 9, Section 13 and Section 7 17 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 Final 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Units and Series B Warrants the Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company Issuer for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8, Section 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative Representatives or the Company Issuer 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other partynon-defaulting Underwriter, except that the provisions of Section 5(a)(vii) 4, Section 6 and Section 7 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 98. Any action taken under this Section 9 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 any Option Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants any Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants any Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants such Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date or any Option Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants any Securities and the aggregate number principal amount of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 5, 7, 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative Representatives or the Company shall have the right to postpone the Closing Date or any Option 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 Final 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 910. Any action taken under this Section 9 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 DateDate or a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities to be purchased on the Closing Datesuch date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Firm Units and Series B Warrants 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, severally and not jointly, in the proportions that the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing DateDate or a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants the Securities and the aggregate number of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 8, Section 10, Section 11 and Section 7 20 shall at all times be effective and shall survive such termination. In any such case where such 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 DateDate or the 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 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 912. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative BAS with the consent of the non-defaulting Underwriters, to purchase the Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative BAS and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8, Section 9 and Section 7 18 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative BAS 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Offered Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Firm Units and Series B Warrants Offered Notes 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Offered Notes set forth opposite their respective names on Schedule I A (the “List of the Underwriters”) attached hereto bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Offered Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Offered Notes and the aggregate number of Firm Units and Series B Warrants Offered Notes with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Firm Units and Series B Warrants Offered Notes to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Offered Notes are not made within 24 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), and Section 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 98. Any action taken under this Section 9 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 Delivery Date, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I B bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Delivery Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 forty-eight hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7 and Section 7 10 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 98. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative ML with the consent of the non-defaulting Underwriters, to purchase the Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative ML and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative ML 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such 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 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities of any applicable series that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities of the applicable series 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 of such series shall be obligated, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Securities of such series set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants applicable Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Date. If, on the Closing Date, If any one or more of the Underwriters of any series shall fail or refuse to purchase Firm Units and Series B Warrants Securities of such series and the aggregate number of Firm Units and Series B Warrants Securities of such series with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities of such series to be purchased on such the Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate with respect to such series without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 4, 6, 7 and Section 7 8 hereof shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 Final 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 916. Any action taken under this Section 9 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, Date any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Offered Securities to be purchased on the Closing Datesuch date, the Representative Representatives may make arrangements reasonably satisfactory to the Company for the purchase of such Firm Units and Series B Warrants 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, severally and not jointly, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, Date any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Offered Securities and the aggregate number of Firm Units and Series B Warrants Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Offered Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Offered Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 7, Section 9 and Section 7 10 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 911. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party non-defaulting Underwriter, the Company or the Guarantors to any other party, party except that the provisions of Section 5(a)(vii) 5, Section 7, Section 8, Section 9, Section 13 and Section 7 17 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 Final 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 910. Any action taken under this Section 9 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 at the Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants any Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants any Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants such Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on at the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants any Securities and the aggregate number principal amount of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 5, 7, 8 and Section 7 9 hereof shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 Final 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such 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 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number principal amount of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 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 5(a)(vii) 4, Section 6, Section 8, Section 9 and Section 7 14 shall at all times be effective and shall survive such termination. In any such case where such 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company Trust for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative Representatives or the Company Trust 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate number of the Firm Units and Series B Warrants Offered Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Offered Shares set forth opposite their respective names on Schedule I A (the “List of the Underwriters”) attached hereto bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Offered Shares and the aggregate number of Firm Units and Series B Warrants Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate number of Firm Units and Series B Warrants Offered Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Offered Shares are not made within 24 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), and Section 7 (“Indemnification”) shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 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 98. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that proportion to the number of Firm Units and Series B Warrants such Securities set forth opposite their respective names on Schedule I 1 bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Securities and the aggregate number of Firm Units and Series B Warrants such Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities to be purchased on such the Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 4, 6, 8, 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 Final 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 910. Any action taken under this Section 9 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 If one or more of the several Underwriters shall fail or refuse on the Closing Date or Date of Delivery to purchase Firm Units or Series B Warrants that the Securities which it or they have agreed are obligated to purchase hereunder on such dateunder this Agreement (the “Defaulted Securities”), and the aggregate number of Firm Units and Series B Warrants Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number amount of the Firm Units and Series B Warrants Securities 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, severally and not jointly, in the proportions that the number of Firm Units and Series B Warrants set forth opposite their respective names on Schedule I bears underwriting obligations hereunder bear to the aggregate number of Firm Units and Series B Warrants set forth opposite the names underwriting obligations 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, If any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number of Firm Units and Series B Warrants Defaulted Securities with respect to which such default occurs exceeds 10% of the aggregate number amount of Firm Units and Series B Warrants the Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Underwriters and the Company Issuer for the purchase of such Firm Units and Series B Warrants Defaulted Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 4, 6, 7, 8, 10, 15 and Section 7 16 hereof shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative or Underwriters and the Company Issuer shall have the right to postpone the Closing DateDate or the relevant Date of Delivery, but in no event as the case may be, for longer than a period not exceeding seven days in order that the to effect any required changes, if any, to changes in the Registration Statement and Statement, the Final Pricing Disclosure Package or the Prospectus or in any other documents or arrangements may be effectedarrangements. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 917. Any action taken under this Section 9 17 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 Firm Units or Series B Warrants Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Notes 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, severally and not jointlyseverally, in the proportions that proportion to the number aggregate ACTIVE 228400414v.4 principal amounts of Firm Units and Series B Warrants such Notes set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants such Notes and the aggregate number principal amount of Firm Units and Series B Warrants such Notes with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Notes to be purchased on such Closing Date, date and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Notes are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) Sections 4, 6, 8, 9 and Section 7 17 shall at all times be effective and shall survive such termination. In any case where such a default does not result in a termination of this Agreementcase, 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 Final 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 910. Any action taken under this Section 9 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, 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I bears to the aggregate number amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Securities and the aggregate number amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives, the Selling Stockholder and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such defaultdefault or such longer period as specified in the next sentence, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 5(i), Section 8 and in Section 7 15 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination any of this Agreementthe Representatives, either the Representative 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 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 9. Any action taken under this 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 a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Firm Units or Series B Warrants Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Shares 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants Shares set forth opposite their respective names on Schedule I A bears to the aggregate number of Firm Units and Series B Warrants Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative BMO with the consent of the non-defaulting Underwriters, to purchase the Firm Units and Series B Warrants Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants Shares and the aggregate number of Firm Units and Series B Warrants Shares with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Shares to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative BMO and the Company for the purchase of such Firm Units and Series B Warrants Shares are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, either the Representative BMO 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants that it or they have agreed to purchase hereunder on such date, and the aggregate number of 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 number of the 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, severally and not jointlyseverally, in the proportions that the number of Firm Units and Series B Warrants set forth opposite their respective names on Schedule I A bears to the aggregate number of 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 Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch 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 Firm Units and Series B Warrants and the aggregate number of Firm Units and Series B Warrants with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 4, Section 6, Section 8 and Section 7 9 shall at all times be effective and shall survive such termination. In any such case where such 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 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants the Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Firm Units and Series B Warrants Securities to be purchased on the Closing Datesuch date, the Representative Representatives may make arrangements reasonably satisfactory to the Company for the purchase of such Firm Units and Series B Warrants 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, severally and not jointly, in the proportions that the number of Firm Units and Series B Warrants Securities set forth opposite their respective names on Schedule I hereto bears to the aggregate number of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities and the aggregate number of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Units and Series B Warrants Securities are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, except that the provisions of Section 5(a)(vii) and Section 7 shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 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 910. Any action taken under this Section 9 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 Firm Units or Series B Warrants Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number principal amount of the Firm Units and Series B Warrants Securities 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, severally and not jointlyseverally, in the proportions that the number aggregate principal amount of Firm Units and Series B Warrants Securities to be purchased set forth opposite their respective names on Schedule I A bears to the aggregate number principal amount of Firm Units and Series B Warrants 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 Firm Units and Series B Warrants Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on the Closing Datesuch date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Firm Units and Series B Warrants Securities that it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Firm Units and Series B Warrants Securities with respect to which such default occurs exceeds 10% of the aggregate number principal amount of Firm Units and Series B Warrants Securities to be purchased on such Closing Datedate, and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Units and Series B Warrants Securities on the terms contained in this Agreement are not made within 24 48 hours after such default, this Agreement shall terminate without liability of any party to any other party, party except that the provisions of Section 5(a)(vii) 7, Section 11 and Section 7 15(c) shall at all times be effective and shall survive such termination. In any such case where such a default does not result in a termination of this Agreement, 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 Final 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 910. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.