Common use of Effectiveness; Defaulting Underwriter Clause in Contracts

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter, you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriter or the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its default.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If . If, on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall default in its obligation fail or refuse to purchase the Shares which that it has agreed to purchase hereunder at a Time on such date, and the aggregate number of Delivery, you may in your discretion arrange for another party Shares that such defaulting Underwriter agreed but failed or other parties refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriter shall be obligated to purchase the Shares which such defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one ninth of such number of Shares without the written consent of such Underwriter. If, on the terms contained herein. If within thirty-six hours after Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Firm Shares to be purchased, you do not arrange and arrangements satisfactory to Xxxxxx Xxxxxxx and the Company for the purchase of such SharesFirm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the Company and part of any non-defaulting Underwriter or the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such termsCompany. In any such case, either the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, Underwriters or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statements and in the Prospectus, Prospectus or in any other documents or arrangementsarrangements may be effected. If, on the Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the Company agrees aggregate number of Additional Shares with respect to file promptly which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased, the non-defaulting Underwriter shall have the option to (i) terminate its obligation hereunder to purchase Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriter would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any amendments or supplements to the Registration Statement or the Prospectus which defaulting Underwriter from liability in your opinion may thereby be made necessaryrespect of any default of such Underwriter under this Agreement. The term “Underwriter” as used in If this Agreement shall include be terminated by the Underwriters, or any person substituted of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Section with like effect Agreement, the Company will reimburse the Underwriters or such Underwriter as if such person had originally been a party to have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Shares. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided Underwriters in subsection (b) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then connection with this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriter or the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultoffering contemplated hereunder.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If . If, on the Closing Date, any Underwriter one of the Underwriters shall default in its obligation fail or refuse to purchase the Common Shares which that it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter, you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery for a period of not more than seven days, date as set forth opposite its name in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangementsSchedule A, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Common Shares which remains unpurchased does such defaulting Underwriter agreed but failed or refused to purchase is not exceed more than one-eleventh tenth of the aggregate number of all the Common Shares to be purchased at on such Time of Deliverydate by the Underwriters, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter shall be obligated to purchase its pro rata share (based the Common Shares which the defaulting Underwriter agreed but failed or refused to purchase on such date; provided that in no event shall the number of Common Shares which such that the non-defaulting Underwriter has agreed to purchase hereunder) pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of the number of Common Shares that such non-defaulting Underwriter has agreed to purchase (as set forth opposite its name in Schedule A) without the written consent of such non-defaulting Underwriter for Underwriter. If, on the Closing Date, any one of the Underwriters shall fail or refuse to purchase the Common Shares that it has agreed to purchase and the aggregate number of Common Shares with respect to which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase default occurs is more than one-tenth of the aggregate number of Common Shares of the defaulting Underwriter by to be purchased on such date, and arrangements satisfactory to the non-defaulting Underwriter and the Company and for the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased exceeds one- eleventh purchase of the aggregate number of all the Common Shares to be purchased at the Time of Deliveryare not made within 36 hours after such default, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement shall thereupon terminate, terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either the non-defaulting Underwriter 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, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or the Selling Stockholder, except for the expenses to in any other documents or arrangements may be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein effected. Any action taken under this paragraph shall not relieve the any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its defaultobligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (ba) If If, on the Closing Date, there is more than one underwriter party to this Agreement and any Underwriter underwriter shall default in its obligation to purchase the Shares which that it has agreed to purchase hereunder at a Time of Deliveryon such date (the “Defaulted Shares”), you may then the non-defaulting Underwriters shall have the right in your their discretion to arrange for another party the purchase by one or more of the non-defaulting Underwriters, or any other parties underwriter satisfactory to purchase the Company, of all but not less than all of the Defaulted Shares in such Shares on amounts as may be agreed upon and upon the terms contained hereinherein set forth. If within thirty-six 36 hours after such default by any Underwriterunderwriter, you the underwriters do not arrange for the purchase of such Defaulted Shares, then the Company and the Selling Stockholder Stockholders shall be entitled to a further period of thirty-six 36 hours (which may be waived by the Selling Stockholders) within which to procure another party or other parties reasonably satisfactory to you the non-defaulting underwriters to purchase such the Defaulted Shares on such termsterms as are acceptable to the Selling Stockholders. In the event that, within the respective prescribed periods, you the underwriters notify the Company and the Selling Stockholder that you they have so arranged for the purchase of such the Defaulted Shares, or the Company or a Selling Stockholder notifies you Stockholders notify the underwriters that it has they have so arranged for the purchase of such the Defaulted Shares, you or the Company underwriters or the Selling Stockholder Stockholders shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to the Defaulted Shares. (b) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the underwriters or the Selling Stockholders as provided in subsection (a) above, the aggregate number of Defaulted Shares that remains unpurchased does not exceed one-tenth of the aggregate number of the Shares to be purchased on the Closing Date, then the Selling Stockholders shall have the right to require each non-defaulting underwriter to purchase the number of Shares which such Sharesunderwriter agreed to purchase under this Agreement at the Closing Date, and in addition, to require each non-defaulting underwriter to purchase its pro rata share (based on the number of Shares which such underwriter agreed to purchase hereunder) of the Defaulted Shares for which such arrangements have not been made; but nothing herein shall relieve a defaulting underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the Shares of a defaulting Underwriter by you and the Company and underwriters or the Selling Stockholder Stockholders as provided in subsection (ba) above, the aggregate number of such Defaulted Shares which that remains unpurchased does not exceed one-eleventh tenth of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, Closing Date or if the Company and the Selling Stockholder Stockholders shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter underwriters to purchase Shares of a defaulting Underwriterthe Defaulted Shares, then this Agreement shall thereupon terminate, without liability on the part of the any non-defaulting Underwriter or the Company underwriter, or the Selling StockholderStockholders, except for the expenses to be borne by the Company, the Selling Stockholders Company and the Underwriters underwriters as provided in Section 7 hereof 9 and the indemnity indemnification and contribution agreements in Section 9 10 hereof; but nothing herein shall relieve the any defaulting Underwriter underwriter from liability for its default. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholder or any non-defaulting Underwriter for damages caused by its default. For the avoidance of doubt, to the extent there is only a single underwriter (as contemplated in the first paragraph of this Agreement), provisions (a), (b), (c) and (d) of this Section 12 shall be deemed to be deleted from this Agreement and shall have no force or effect.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (ba) If If, on the Closing Date, there is more than one underwriter party to this Agreement and any Underwriter underwriter shall default in its obligation to purchase the Shares which that it has agreed to purchase hereunder at a Time of Deliveryon such date (the “Defaulted Shares”), you may then the non-defaulting Underwriters shall have the right in your their discretion to arrange for another party the purchase by one or more of the non-defaulting Underwriters, or any other parties underwriter satisfactory to purchase the Company, of all but not less than all of the Defaulted Shares in such Shares on amounts as may be agreed upon and upon the terms contained hereinherein set forth. If within thirty-six 36 hours after such default by any Underwriterunderwriter, you the underwriters do not arrange for the purchase of such Defaulted Shares, then the Company and the Selling Stockholder Stockholders shall be entitled to a further period of thirty-six 36 hours (which may be waived by the Selling Stockholders) within which to procure another party or other parties reasonably satisfactory to you the non-defaulting underwriters to purchase such the Defaulted Shares on such termsterms as are acceptable to the Selling Stockholders. In the event that, within the respective prescribed periods, you the underwriters notify the Company and the Selling Stockholder that you they have so arranged for the purchase of such the Defaulted Shares, or the Company or a Selling Stockholder notifies you Stockholders notify the underwriters that it has they have so arranged for the purchase of such the Defaulted Shares, you or the Company underwriters or the Selling Stockholder Stockholders shall have the right to postpone the Time of Delivery Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to the Defaulted Shares. (b) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the underwriters or the Selling Stockholders as provided in subsection (a) above, the aggregate number of Defaulted Shares that remains unpurchased does not exceed one-tenth of the aggregate number of the Shares to be purchased on the Closing Date, then the Selling Stockholders shall have the right to require each non-defaulting underwriter to purchase the number of Shares which such Sharesunderwriter agreed to purchase under this Agreement at the Closing Date or an Option Closing Date, as the case may be, and in addition, to require each non-defaulting underwriter to purchase its pro rata share (based on the number of Shares which such underwriter agreed to purchase hereunder) of the Defaulted Shares for which such arrangements have not been made; but nothing herein shall relieve a defaulting underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of Defaulted Shares by the Shares of a defaulting Underwriter by you and the Company and underwriters or the Selling Stockholder Stockholders as provided in subsection (ba) above, the aggregate number of such Defaulted Shares which that remains unpurchased does not exceed one-eleventh tenth of the aggregate number of all the Shares to be purchased at such Time of Deliveryon the Closing Date or an Option Closing Date, then as the Company case may be, and if the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder Stockholders shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter underwriters to purchase Shares of a defaulting Underwriterthe Defaulted Shares, then this Agreement (or, with respect to an Option Closing Date, the obligations of the Underwriter to sell the Additional Shares) shall thereupon terminate, without liability on the part of the any non-defaulting Underwriter or the Company underwriter, or the Selling StockholderStockholders, except for the expenses to be borne by the Company, the Selling Stockholders Company and the Underwriters underwriters as provided in Section 7 hereof 9 and the indemnity indemnification and contribution agreements in Section 9 10 hereof; but nothing herein shall relieve the any defaulting Underwriter underwriter from liability for its default. (d) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company, the Selling Stockholder or any non-defaulting Underwriter for damages caused by its default. For the avoidance of doubt, to the extent there is only a single underwriter (as contemplated in the first paragraph of this Agreement), provisions (a), (b), (c) and (d) of this Section 12 shall be deemed to be deleted from this Agreement and shall have no force or effect.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If any . If, on the Closing Date, the Underwriter shall default in its obligation fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, you do not arrange and arrangements satisfactory to you, the Company and the Selling Shareholder for the purchase of such SharesFirm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the Company and the Selling Stockholder shall be entitled to a further period part of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder Shareholder. In any such case either you or the Selling Shareholder shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements, and arrangements may be effected. Any action taken under this paragraph shall not relieve the Company agrees to file promptly Underwriter from liability in respect of any amendments or supplements to default of the Registration Statement or the Prospectus which in your opinion may thereby be made necessaryUnderwriter under this Agreement. The term “Underwriter” as used in If this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter terminated by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number because of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, any failure or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability refusal on the part of the non-defaulting Underwriter or any of the Company or the Selling StockholderShareholder to comply with the terms or to fulfill any of the conditions of this Agreement, except or if for any reason any of the Company or the Selling Shareholder shall be unable to perform its obligations under this Agreement, the party or parties that have failed or refused to comply with the terms or fulfills any of the conditions of this Agreement or that, for any reason, is unable to perform its or their obligations under this Agreement will reimburse the Underwriter with respect to themselves, severally, for all out-of-pocket expenses to be borne (including the fees and disbursements of their counsel) reasonably incurred by the Company, Underwriter in connection with this Agreement or the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultoffering contemplated hereunder.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If . If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall default be obligated severally in its obligation the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as Xxxxx may specify, to purchase the Shares which it such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase hereunder at a Time pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of Deliveryone-ninth of such number of Shares without the written consent of such Underwriter. If, you may in your discretion arrange for another party on the Closing Date, any Underwriter or other parties Underwriters shall fail or refuse to purchase such Firm Shares on and the terms contained herein. If within thirty-six hours after aggregate number of Firm Shares with respect to which such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, you do not arrange and arrangements satisfactory to Xxxxx and the Company for the purchase of such SharesFirm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the Company and part of any non-defaulting Underwriter or the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such termsCompany. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of any such Shares, case either Xxxxx or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statement, in the ProspectusDisclosure Package, in the Prospectus or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion arrangements may thereby be made necessaryeffected. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to any arrangements for the purchase of the Additional Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of Additional Shares with respect to which such Shares which remains unpurchased does not exceed default occurs is more than one-eleventh tenth of the aggregate number of all the Additional Shares to be purchased at on such Time of DeliveryOption Closing Date, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter Underwriters shall have the option to (i) terminate their obligation hereunder to purchase its pro rata share the Additional Shares to be sold on such Option Closing Date or (based on ii) purchase not less than the number of Additional Shares which that such non-defaulting Underwriter agreed would have been obligated to purchase hereunder) of in the Shares absence of such defaulting Underwriter for which such arrangements have default. Any action taken under this paragraph shall not been made; but nothing herein shall relieve a any defaulting Underwriter from liability for its default (d) If, after giving effect to in respect of any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number default of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then under this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriter or the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultAgreement.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. . If, on the Closing Date, either of Barclays Capital Inc. or Citigroup Global Markets Inc. defaults in the performance of its obligations under this Agreement (bthe “Defaulting Underwriter”), the remaining non-defaulting Underwriter (the “Non-Defaulting Underwriter”) If any Underwriter shall default in its obligation be obligated to purchase the Shares which that the Defaulting Underwriter agreed but failed to purchase on the Closing Date; provided, however, that the Non-Defaulting Underwriter shall not be obligated to purchase any of the Shares on the Closing Date if the total number of shares of the Shares that the Non-Defaulting Underwriter agreed but failed to purchase on such date exceeds 9.09% of the total number of shares of the Shares to be purchased on the Closing Date, and the Non-Defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares of the Shares that it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for another party or other parties to purchase such Shares on the Closing Date pursuant to the terms contained hereinof Section 3. If the foregoing maximums are exceeded, the Non-Defaulting Underwriter, or those other underwriters satisfactory to the Non-Defaulting Underwriter who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on the Closing Date. If, within thirty-six 24 hours after any such default by any Defaulting Underwriter, you do the Non-Defaulting Underwriter does not arrange for the purchase of such SharesShares to be purchased, then the Company and the Selling Stockholder Stockholders shall be entitled to a further period of thirty-six 24 hours within which to procure another party or other parties reasonably persons satisfactory to you the Non-Defaulting Underwriter to purchase such Shares on such terms. In If neither the event that, Non-Defaulting Underwriter nor the Selling Stockholders shall make arrangements pursuant to this Section 12 within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect to any arrangements stated for the purchase of the Shares of a defaulting Underwriter by you and which the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Defaulting Underwriter agreed to purchase hereunder at the Time of Delivery andpurchase, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement shall thereupon terminate, terminate without liability on the part of the nonNon-defaulting Defaulting Underwriter or the Company or the Selling StockholderStockholders, except for the expenses to be borne by the Company, that the Selling Stockholders and will continue to be liable for the Underwriters as provided payment of expenses to the extent set forth in Section 7 hereof and 8. As used in this Agreement, the indemnity and contribution agreements term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule II hereto that, pursuant to this Section 9 hereof; 12, purchases Shares that a Defaulting Underwriter agreed but nothing failed to purchase. Nothing contained herein shall relieve a Defaulting Underwriter of any liability it may have to the defaulting Underwriter from liability Company and the Selling Stockholders for damages caused by its default. If the Non-Defaulting Underwriter is obligated or agree to purchase the Shares of a Defaulting Underwriter, either the Non-Defaulting Underwriter or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriter may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If any . If, on the Closing Date, the Underwriter shall default in its obligation fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, you do not arrange and arrangements satisfactory to you, the Company and the Selling Shareholders for the purchase of such SharesFirm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the Company and the Selling Stockholder shall be entitled to a further period part of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder Shareholders. In any such case either you or the Selling Shareholders shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements, and arrangements may be effected. Any action taken under this paragraph shall not relieve the Company agrees to file promptly Underwriter from liability in respect of any amendments or supplements to default of the Registration Statement or the Prospectus which in your opinion may thereby be made necessaryUnderwriter under this Agreement. The term “Underwriter” as used in If this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter terminated by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number because of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, any failure or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability refusal on the part of the non-defaulting Underwriter or any of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any of the Company or any Selling StockholderShareholder shall be unable to perform its obligations under this Agreement, except the party or parties that have failed or refused to comply with the terms or fulfills any of the conditions of this Agreement or that, for any reason, is unable to perform its or their obligations under this Agreement will reimburse the Underwriter with respect to themselves, severally, for all out-of-pocket expenses to be borne (including the fees and disbursements of their counsel) reasonably incurred by the Company, Underwriter in connection with this Agreement or the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultoffering contemplated hereunder.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If any . If, on the Closing Date, the Underwriter shall default in its obligation fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, you do not arrange and arrangements satisfactory to you, the Company and the Selling Shareholders for the purchase of such SharesFirm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the Company and the Selling Stockholder shall be entitled to a further period part of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder Shareholders. In any such case either you or the relevant Selling Shareholder shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements, and arrangements may be effected. Any action taken under this paragraph shall not relieve the Company agrees to file promptly Underwriter from liability in respect of any amendments or supplements to default of the Registration Statement or the Prospectus which in your opinion may thereby be made necessaryUnderwriter under this Agreement. The term “Underwriter” as used in If this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter terminated by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number because of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, any failure or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then this Agreement shall thereupon terminate, without liability refusal on the part of the non-defaulting Underwriter or any of the Company or any Selling Shareholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any of the Company or any Selling StockholderShareholder shall be unable to perform its obligations under this Agreement, except the party or parties that have failed or refused to comply with the terms or fulfills any of the conditions of this Agreement or that, for any reason, is unable to perform its or their obligations under this Agreement will reimburse the Underwriter with respect to themselves, severally, for all out-of-pocket expenses to be borne (including the fees and disbursements of their counsel) reasonably incurred by the Company, Underwriter in connection with this Agreement or the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultoffering contemplated hereunder.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If . If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall default be obligated severally in its obligation the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as Baird may specify, to purchase the Shares which it such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase hereunder at a Time pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of Deliveryone-ninth of such number of Shares without the written consent of such Underwriter. If, you may in your discretion arrange for another party on the Closing Date, any Underwriter or other parties Underwriters shall fail or refuse to purchase such Firm Shares on and the terms contained herein. If within thirty-six hours after aggregate number of Firm Shares with respect to which such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, you do not arrange and arrangements satisfactory to Baird and the Company for the purchase of such SharesFirm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the Company and part of any non-defaulting Underwriter or the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such termsCompany. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of any such Shares, case either Baird or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statement, in the ProspectusDisclosure Package, in the Prospectus or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion arrangements may thereby be made necessaryeffected. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to any arrangements for the purchase of the Additional Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of Additional Shares with respect to which such Shares which remains unpurchased does not exceed default occurs is more than one-eleventh tenth of the aggregate number of all the Additional Shares to be purchased at on such Time of DeliveryOption Closing Date, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter Underwriters shall have the option to (i) terminate their obligation hereunder to purchase its pro rata share the Additional Shares to be sold on such Option Closing Date or (based on ii) purchase not less than the number of Additional Shares which that such non-defaulting Underwriter agreed would have been obligated to purchase hereunder) of in the Shares absence of such defaulting Underwriter for which such arrangements have default. Any action taken under this paragraph shall not been made; but nothing herein shall relieve a any defaulting Underwriter from liability for its default (d) If, after giving effect to in respect of any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number default of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then under this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriter or the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultAgreement.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If . If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one‑tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall default be obligated severally in its obligation the proportions that the number of Firm Shares set forth opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such non‑defaulting Underwriters, or in such other proportions as Xxxxx may specify, to purchase the Shares which it such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase hereunder at a Time pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of Deliveryone-ninth of such number of Shares without the 34 written consent of such Underwriter. If, you may in your discretion arrange for another party on the Closing Date, any Underwriter or other parties Underwriters shall fail or refuse to purchase such Firm Shares on and the terms contained herein. If within thirty-six hours after aggregate number of Firm Shares with respect to which such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Firm Shares to be purchased on such date, you do not arrange and arrangements satisfactory to Xxxxx and the Company for the purchase of such SharesFirm Shares are not made within 36 hours after such default, then this Agreement shall terminate without liability on the Company and part of any non-defaulting Underwriter or the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such termsCompany. In the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of any such Shares, case either Xxxxx or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statement, in the ProspectusDisclosure Package, in the Prospectus or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion arrangements may thereby be made necessaryeffected. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares. (c) If, after giving effect on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to any arrangements for the purchase of the Additional Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of Additional Shares with respect to which such Shares which remains unpurchased does not exceed default occurs is more than one-eleventh tenth of the aggregate number of all the Additional Shares to be purchased at on such Time of DeliveryOption Closing Date, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter Underwriters shall have the option to (i)(i) terminate their obligation hereunder to purchase its pro rata share the Additional Shares to be sold on such Option Closing Date or (based on ii)(ii) purchase not less than the number of Additional Shares which that such non-defaulting Underwriter agreed would have been obligated to purchase hereunder) of in the Shares absence of such defaulting Underwriter for which such arrangements have default. Any action taken under this paragraph shall not been made; but nothing herein shall relieve a any defaulting Underwriter from liability for its default (d) If, after giving effect to in respect of any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number default of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then under this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriter or the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultAgreement.

Effectiveness; Defaulting Underwriter. (a) This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. (b) If . If, on the Closing Date, any Underwriter one or more of the several Underwriters shall default in its obligation fail or refuse to purchase the Common Shares which that it has agreed to purchase hereunder at a Time on such date as set forth opposite its name in Schedule A, and the aggregate number of Delivery, you may in your discretion arrange for another party Common Shares which such defaulting Underwriter or other parties Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Common Shares to be purchased on such date by the Underwriters, the non-defaulting Underwriters shall be obligated, severally, in the proportions that the number of Firm Common Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Common Shares which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Common Shares that a non-defaulting Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of the number of Common Shares that such non-defaulting Underwriter has agreed to purchase (as set forth opposite its name in Schedule A) without the written consent of such non-defaulting Underwriter. If, on the terms contained herein. If within thirty-six hours after Closing Date, any one or more of the several Underwriters shall fail or refuse to purchase the Common Shares that it has agreed to purchase and the aggregate number of Common Shares with respect to which such default by any Underwriteroccurs is more than one-tenth of the aggregate number of Common Shares to be purchased on such date, you do not arrange and arrangements satisfactory to the Representatives and the Company for the purchase of the Common Shares are not made within 36 hours after such Sharesdefault, then this Agreement shall terminate without liability on the Company and part of any non-defaulting Underwriter or Underwriters or the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to you to purchase such Shares on such termsCompany. In any such case either the event that, within the respective prescribed periods, you notify the Company and the Selling Stockholder that you have so arranged for the purchase of such Shares, Representatives or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholder shall have the right to postpone the Time of Delivery Closing Date, but in no event for a period of not more longer than seven days, in order to effect whatever changes may thereby be made necessary that the required changes, if any, in the Registration Statement or Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements, and the Company agrees to file promptly arrangements may be effected. Any action taken under this paragraph shall not relieve any amendments or supplements to the Registration Statement or the Prospectus which defaulting Underwriter from liability in your opinion may thereby be made necessaryrespect of any default of such Underwriter under this Agreement. The term “Underwriter” as used in If this Agreement shall include be terminated by the Underwriters, or any person substituted of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Section with like effect Agreement, the Company will reimburse the Underwriters or such Underwriters as if such person had originally been a party to have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Shares. (c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter by you and the Company and the Selling Stockholder as provided Underwriters in subsection (b) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require the non- defaulting Underwriter to purchase the number of shares which such Underwriter agreed to purchase hereunder at the Time of Delivery and, in addition, to require the non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default (d) If, after giving effect to any arrangements for the purchase of the Shares of the defaulting Underwriter by the non-defaulting Underwriter and the Company and the Selling Stockholder as provided in subsection (b) above, the aggregate number of such Shares which remains unpurchased exceeds one- eleventh of the aggregate number of all the Shares to be purchased at the Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require the non-defaulting Underwriter to purchase Shares of a defaulting Underwriter, then connection with this Agreement shall thereupon terminate, without liability on the part of the non-defaulting Underwriter or the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve the defaulting Underwriter from liability for its defaultoffering contemplated hereunder.