Common use of Underwriter Default Clause in Contracts

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 811, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)4, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Default Securities.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k6, 8, 9, 11 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase the Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate ten percent (10% %) of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds ten percent (10% %) of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 811, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)4, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by related to its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Default Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k6, 8, 9, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)4, 6 7, 8, 10 and 8) 11) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm Default Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities the Notes which it has agreed to purchase hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities such Notes on the terms contained herein. In the event that If within five (5) calendar days thirty-six hours after such a default the Representative does by any Underwriter you do not arrange for the purchase of the Default Securities as provided in this Section 8such Notes, this Agreement shall thereupon terminate, without liability on the part of then the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) shall be entitled to a further period of thirty-six hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Company that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Notes, or are to be purchased by another party or parties as aforesaidthe Company notifies you that it has so arranged for the purchase of such Notes, the Representatives you or the Company shall have the right to postpone the Closing Date for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, that in the reasonable your opinion of Underwriters’ Counsel, may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm SecuritiesNotes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters 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 the Notes of a defaulting Underwriter or Underwriters by you and the Company as provided in paragraph (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase the securities underlying the Firm Securities Units hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of securities underlying the Firm Securities Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of securities underlying the Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives Representative may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 4(m), and 8) 6) or the UnderwritersUnderwriters (except as provided in Section 6), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares and Firm Warrants hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares and Firm Warrants, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares and Firm Warrants set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares and Firm Warrants set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares and Firm Warrants, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k6, 8, 9, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Firm Warrants.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase the securities underlying the Firm Securities Units hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of securities underlying the Firm Securities Units set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of securities underlying the Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative Representatives does not arrange for the purchase of the Default Securities as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)4, 6 7, 8, 10 and 8) 11) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm Default Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderthe Shares and Warrants, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares and Warrants, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Shares and Warrants set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares and Warrants set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares and Warrants, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Warrants.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the applicable Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of any Underwriter or Underwriters shall default in its or their obligation to purchase Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 811, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)4, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Default Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default at the Closing Time or on a Date of Delivery in its or their obligation to purchase Firm Securities hereunder, take up and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange pay for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are Shares to be purchased by it under this Agreement, on such date the Representative shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or are any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the "Defaulted Shares"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by another party or parties as aforesaidthe defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representatives Representative may, at its election, either terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter or, as described in this paragraph above, make arrangements with the other non-defaulting underwriters, or any other underwriters selected by the Representative, to take up and pay for all, but not less than all, of the Shares to be purchased under this Agreement, including the Defaulted Shares. If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the Company non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period, period not exceeding five (5) Business Days, business days in order to effect whatever that any necessary changes may thereby be necessary in the Registration Statement or the and Prospectus or in any and other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisableeffected. The term “Underwriter” Underwriter as used in this Agreement shall refer to and include any party Underwriter substituted under this Section 8 with the like effect as if it such substituted Underwriter had originally been a party to named in this Agreement with respect to such Firm SecuritiesAgreement.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Lead Manager pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Lead Manager in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Lead Manager may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Lead Manager do not arrange for the purchase of the Default Securities Shares as provided in this Section 89, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 11(d), 6 and 8) ) or the non-defaulting Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Lead Manager or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectuses or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus Prospectuses which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities or the Additional Securities, if the Over-allotment Option is exercised hereunder, and if the Firm Securities and Additional Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesSecurities or Additional Securities that all Underwriters have agreed to purchase hereunder, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities commitments set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities or Additional Securities, if the Representatives Over-allotment Option is exercised hereunder, the Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, the Representative shall notify the Company, at which time the Company shall have the option to procure, within three calendar days of receiving such notice, another underwriter or underwriters reasonably acceptable to the Underwriters to purchase the Default Securities. If at the expiration of such three calendar day period the Company does not procure another underwriter or underwriters in accordance with the immediately preceding sentence, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5(c), 6 7 and 8) or the UnderwritersUnderwriters (except as provided in Sections 7 and 8 hereof); provided, but nothing in however, that if such default occurs with respect to the Additional Securities, this Agreement will not terminate as to the Firm Securities; and provided, further, that nothing herein shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and to the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 4(m), and 8) 6) or the UnderwritersUnderwriters (except as provided in Section 6), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderthe Shares and Warrants, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares and Warrants, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Shares and Warrants set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares and Warrants set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares and Warrants, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Warrants.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives Representative may in their discretion its discretion, and shall make reasonable efforts to, arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderADSs, and if the Securities Firm ADSs with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesADSs, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities ADSs set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesADSs, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 811, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)Section 4, 6 Section 8, Section 9, Section 11 and 8) Section 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Default Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-non- defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Shares as provided in this Section 8, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company and the Company with respect thereto (except in each case as provided in Sections 4(k4, 6, 7, 9 and 10(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Securities Firm Units with respect to which such default relates (the “Default SecuritiesUnits”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Units that bears the same proportion to of the total number of Default Securities Units then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Units exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Units on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does do not arrange for the purchase of the Default Securities Units as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4, 6, 7, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Units are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities Firm Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Option Shares, if the Over-Allotment Option is exercised hereunder, and if the Securities Firm Shares or Option Shares , as applicable, with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Option Shares, as applicable, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares or Option Shares, if the Over-Allotment Option is exercised hereunder, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares or Option Shares, as applicable.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 811, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company or the Manager with respect thereto (except in each case as provided in Sections 4(k)7, 6 9, 10, 12, and 8) 13) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company or the Manager for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Initial Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Option Shares, if the Over-Allotment Option is exercised hereunder, and if the Securities Firm Shares or Option Shares, as applicable, with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Option Shares, as applicable, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares or Option Shares, if the Over-Allotment Option is exercised hereunder, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares or Option Shares, as applicable.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)6, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares and Firm Warrants hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares and Firm Warrants, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares and Firm Warrants set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares and Firm Warrants set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares and Firm Warrants, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Firm Warrants.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares and Firm Warrants hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares and Firm Warrants, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Shares and Firm Warrants set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Shares and Firm Warrants set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares and Firm Warrants, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm the Securities which it has agreed to purchase hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangementswithout relieving any defaulting Underwriter from liability for its default, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default such Securities on the terms contained herein. In the event that If within five (5) calendar days thirty-six hours after such a default the Representative does by any Underwriter you do not arrange for the purchase of the Default Securities as provided in this Section 8such Securities, this Agreement shall thereupon terminate, without liability on the part of then the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) shall be entitled to a further period of thirty-six hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Securities, or are to be purchased by another party or parties as aforesaidthe Company notifies you that it has so arranged for the purchase of such Securities, the Representatives you or the Company shall have the right to postpone the Closing Date any Time of Delivery for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, which in the reasonable your opinion of Underwriters’ Counsel, may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation amount of the Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters 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 the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company and without any liability on the part of the Company to any Underwriter, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities Firm Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities Firm Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company or the Selling Stockholders, as applicable, that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative, the Company or the Company Selling Stockholders shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default at the Closing Time or on a Date of Delivery in its or their obligation to purchase Firm Securities hereunder, take up and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange pay for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are Shares to be purchased by it under this Agreement, on such date the Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or are any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the "Defaulted Shares"). Absent the completion of such arrangements within such 36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by another party or parties as aforesaidthe defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representatives with the approval of the Company or selected by the Company with the approval of the Representatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the Company non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period, period not exceeding five (5) Business Days, business days in order to effect whatever that any necessary changes may thereby be necessary in the Registration Statement or the and Prospectus or in any and other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisableeffected. The term “Underwriter” Underwriter as used in this Agreement shall refer to and include any party Underwriter substituted under this Section 8 with the like effect as if it such substituted Underwriter had originally been a party to named in this Agreement with respect to such Firm SecuritiesAgreement.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 8, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto or the Underwriters (except in each case as provided in Sections 4(k7(d), 6 9 and 8) or the Underwriters10 hereof), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date time of purchase or any additional time of purchase, as the case may be, for a period, period not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, General Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of counsel for the Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase the Firm Securities hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Shares as provided in this Section 89, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 4(m), and 8) 6) or the UnderwritersUnderwriters (except as provided in Section 6), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities with respect to which such default relates (the “"Default Securities”") do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ ' Counsel, may be necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities the Units hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares and Warrants set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares and Warrants set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities Firm Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Option Shares, if the Over-allotment Option is exercised hereunder, and if the Securities Firm Shares or Option Shares, as applicable, with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Option Shares, as applicable, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares or Option Shares, if the Over-allotment Option is exercised hereunder, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares or Option Shares, as applicable.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “"Default Securities”Shares") do not (after giving effect to arrangements, if any, made by the Representative Lead Managers pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Lead Managers in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Lead Managers may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Lead Managers do not arrange for the purchase of the Default Securities Shares as provided in this Section 89, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Lead Managers or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ ' Counsel, may thereby be made necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus Prospectus, which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 8, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto or the Underwriters (except in each case as provided in Sections 4(k7(d), 6 9 and 8) or the Underwriters10 hereof), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date time of purchase or any additional time of purchase, as the case may be, for a period, period not exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement Statement, General Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of counsel for the Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “"Default Securities”Shares") do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves the Representatives, or any of them, or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company or the Selling Stockholders with respect thereto (except in each case as provided in Sections 4(k)6, 6 8, 9, 12 and 8) 13) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters Underwriters, the Company and the Company Selling Stockholders for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel' Counsel and the Company's counsel, may thereby be made necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderthe Shares, and if the Securities Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative Underwriter pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting UnderwritersUnderwriter; subject, however, to such adjustments to eliminate fractional shares as the Representative Underwriter in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Underwriter may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters Underwriter who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative Underwriter does not arrange for the purchase of the Default Securities as provided in this Section 87, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) 9) or the UnderwritersUnderwriter, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters Underwriter of its or their liability, if any, to the other Underwriters Underwriter and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting UnderwritersUnderwriter, or are to be purchased by another party or parties as aforesaid, the Representatives Underwriter or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of UnderwritersUnderwriter’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 7 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Initial Shares or Option Shares hereunder, and if the Securities Initial Shares or Option Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesInitial Shares or Option Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Initial Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Initial Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesInitial Shares or Option Shares, as the case may be, the Representatives may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 8, this Agreement or, in the case of a default with respect to the Option Shares, the obligations of the Underwriters to purchase and of the Company to sell the Option Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k7(d), 6 9 and 8) 10) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Underwriter or the Company shall have the right to postpone the Closing Time or any Date of Delivery, as the case may be, for a period, period not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of counsel for the Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesInitial Shares and Option Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units and/or the Pre-Funded Units hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits and Pre-Funded Units, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits and Pre-Funded Units, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(y), 6 5, 7, 8, 9 and 8) 11(d)) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits and/or Pre-Funded Units.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)6, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Initial Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares securities as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, (i) the Company or the Representative will have the right to terminate this Agreement without liability on the part of the Company or the non-defaulting Underwriters (except in each case as provided in Sections 4 (k), 6 and 8) or (ii) at the election of the Company, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing Nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm the Trust Preferred Securities hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees it has agreed to purchase from hereunder on the Company that number of Default Securities that bears Closing Date or the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subjectOption Closing Date, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default such Trust Preferred Securities on the terms contained herein. In the event that If within five (5) calendar days thirty six hours after such a default the Representative does by any Underwriter you do not arrange for the purchase of such Trust Preferred Securities, then the Default Guarantor shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to purchase such Trust Preferred Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Trust Preferred Securities, or are to be purchased by another party or parties as aforesaidthe Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, the Representatives you or the Company Guarantor shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company Guarantor agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, that may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in subsection (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Trust Preferred Securities, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters 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 the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in subsection (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities, or if the Guarantor shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company and the Selling Shareholders that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company and the Selling Shareholders to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company or the Selling Shareholders with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) Section 13 below) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, the Representatives may in their discretion arrange for the Representatives or another party or other parties satisfactory to the Company to purchase such Firm Shares on the terms contained herein. If within three (3) Trading Days after such default by any Underwriter the Representatives do not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of three (3) Trading Days within which to procure another party or other parties satisfactory to the Representatives to purchase such Firm Shares on such terms. (b) If, after giving effect to any arrangements for the purchase of Firm Shares of a defaulting Underwriter or Underwriters by the Representatives and if the Securities Company as provided in subsection (a) above, the Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, then each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (bc) In If, after giving effect to any arrangements for the event that purchase of Firm Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, then the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) satisfactory to the Company to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Lead Managers pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company and the Selling Stockholders that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Lead Managers in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Lead Managers may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the excess Default Securities Shares on the terms contained hereinherein which other party or parties shall be approved by the Company, such approval not to be unreasonably withheld. In the event that within five (5) calendar days after such a default the Representative does Lead Managers do not arrange for the purchase of the excess Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company and the Selling Stockholders to sell the Additional Shares, shall thereupon terminate, without liability on the part of the Company or the Selling Stockholders with respect thereto (except in each case as provided in Sections 4(k7, 9, 10, 13 and 14(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and the Selling Stockholders for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Lead Managers or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus Prospectus, which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase the securities underlying the Firm Securities Shares hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of securities underlying the Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of securities underlying the Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities Firm Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4, 6, 7, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares and Firm Warrants hereunder, and if the Securities with respect to which such default relates (the “"Default Securities”") do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares and Firm Warrants, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares and Firm Warrants set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares and Firm Warrants set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares and Firm Warrants, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k6, 8, 9, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ ' Counsel, may be necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Firm Warrants.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 4(m), and 8) 6) or the UnderwritersUnderwriters (except as provided in Section 6), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities or Additional Securities hereunder, and if the Firm Securities or Additional Securities with respect to which such default relates (the “"Default Securities”") do not (after giving effect to arrangements, if any, made by the Representative Lead Managers pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities or Additional Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Lead Managers in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities or Additional Securities, as the Representatives case may be, the Lead Managers may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Lead Managers do not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement or, in the case of a default with respect to the Additional Securities, the obligations of the Underwriters to purchase and of the Company to sell the Additional Securities shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (ca) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Lead Managers or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ ' Counsel, may thereby be made necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities and Additional Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees it has agreed to purchase hereunder at the Time of Delivery, without relieving any defaulting Underwriter from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subjectliability for its default, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default such Securities on the terms contained herein. In the event that If within five (5) calendar days thirty-six hours after such a default the Representative does by any Underwriter you do not arrange for the purchase of the Default Securities as provided in this Section 8such Securities, this Agreement shall thereupon terminate, without liability on the part of then the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) shall be entitled to a further period of thirty-six hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Securities, or are to be purchased by another party or parties as aforesaidthe Company notifies you that it has so arranged for the purchase of such Securities, the Representatives you or the Company shall have the right to postpone the Closing Date Time of Delivery for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, which in the reasonable your opinion of Underwriters’ Counsel, may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 9 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of such Securities which remains unpurchased does not exceed one eleventh of the aggregate liquidation amount of all the Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the liquidation amount of Securities which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the liquidation amount of the Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters 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 the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate liquidation amount of Securities which remains unpurchased exceeds one eleventh of the aggregate liquidation amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase the Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter to the Company and without any liability on the part of the Company to any Underwriter, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k6, 8, 9, 11 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm the Designated Securities hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees it has agreed to purchase from under the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, Pricing Agreement relating to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Designated Securities, the Representatives may in their discretion arrange for themselves or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default such Designated Securities on the terms contained herein. In the event that If within five (5) calendar days 36 hours after such a default by any Underwriter the Representative does Representatives do not arrange for the purchase of the Default such Designated Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of then the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) shall be entitled to a further period of 36 hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties reasonably satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed period, the Representatives notify the Company that any Default Securities are to be purchased by they have so arranged for the non-defaulting Underwriterspurchase of such Designated Securities, or are to be purchased by another party or parties as aforesaidthe Company notifies the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Closing Date Time of Delivery for such Designated Securities for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus as amended or supplemented, or in any other documents and or arrangements, and the Company agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, which in the reasonable opinion of Underwriters’ Counsel, the Representatives may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this the Pricing Agreement with respect to such Firm Designated Securities. (b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities to be purchased at the Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters 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 the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities to be purchased at the Time of Delivery, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Securities Firm Units with respect to which such default relates (the “Default SecuritiesUnits”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate ten percent (10% %) of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Units that bears the same proportion to of the total number of Default Securities Units then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Units exceeds ten percent (10% %) of the number of Firm SecuritiesUnits, the Representatives Representative may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Units on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does do not arrange for the purchase of the Default Securities Units as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Units are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities or Additional Securities hereunder, and if the Firm Securities or Additional Securities with respect to which such default relates (the “"Default Securities”") do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities or Additional Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares Units as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities or Additional Securities, as the Representatives case may be, the Representative may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement or, in the case of a default with respect to the Additional Securities, the obligations of the Underwriters to purchase and of the Company to sell the Additional Securities shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4, 6, 7, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ ' Counsel, may thereby be made necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities and Additional Securities.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm the Trust Preferred Securities which it has agreed to purchase hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default such Trust Preferred Securities on the terms contained hereinherein at the Closing Date or the Option Closing Date. In the event that If within five (5) calendar days thirty six hours after such a default the Representative does by any Underwriter, you do not arrange for the purchase of such Trust Preferred Securities, then the Default Securities as provided in this Section 8, this Agreement Guarantor shall thereupon terminate, without liability on the part be entitled to a further period of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) thirty six hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) Representatives to purchase such Trust Preferred Securities on such terms. In the event that, within the respective prescribed periods, you notify the Guarantor that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Trust Preferred Securities, or are to be purchased by another party or parties as aforesaidthe Guarantor notifies you that it has so arranged for the purchase of such Trust Preferred Securities, the Representatives you or the Company Guarantor shall have the right to postpone the Closing Date or the Option Closing Date, as the case may be, for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company Guarantor agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, that in the reasonable your opinion of Underwriters’ Counsel, may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm Trust Preferred Securities. (b) If, after giving effect to any arrangements for the purchase of the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of such Trust Preferred Securities which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Trust Preferred Securities, then the Guarantor shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder at the Closing Date or the 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 principal amount of Trust Preferred Securities which such Underwriter agreed to purchase hereunder) of the Trust Preferred Securities of such defaulting Underwriter or Underwriters 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 the Trust Preferred Securities of a defaulting Underwriter or Underwriters by you and the Guarantor as provided in paragraph (a) above, the aggregate principal amount of Trust Preferred Securities which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Trust Preferred Securities to be purchased at the Closing Date or the Option Closing Date, as the case may be, the Guarantor shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Trust Preferred Securities of a defaulting Underwriter or Underwriters, then this Agreement (or with respect to the Option Closing Date, the obligation of the Underwriters to purchase and of the Company to sell the Optional Trust Preferred Securities) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Guarantor, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares hereunder, the Representatives may in their discretion arrange for the Representatives or another party or other parties satisfactory to the Company to purchase such Firm Shares on the terms contained herein. If within three (3) Trading Days after such default by any Underwriter the Representatives do not arrange for the purchase of such Firm Shares, then the Company shall be entitled to a further period of three (3) Trading Days within which to procure another party or other parties satisfactory to the Representatives to purchase such Firm Shares on such terms. (b) If, after giving effect to any arrangements for the purchase of Firm Shares of a defaulting Underwriter or Underwriters by the Representatives and if the Securities Company as provided in subsection (a) above, the Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, then each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (bc) In If, after giving effect to any arrangements for the event that purchase of Firm Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, then the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) satisfactory to the Company to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(m), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (cd) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Lead Manager pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Lead Manager in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Lead Manager may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative Lead Manager does not arrange for the purchase of the Default Securities Shares as provided in this Section 89, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Lead Manager or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities the Notes which it has agreed to purchase hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities such Notes on the terms contained herein. In the event that If within five (5) calendar days thirty six hours after such a default the Representative does by any Underwriter you do not arrange for the purchase of the Default Securities as provided in this Section 8such Notes, this Agreement shall thereupon terminate, without liability on the part of then the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) shall be entitled to a further period of thirty six hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Company that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Notes, or are to be purchased by another party or parties as aforesaidthe Company notifies you that it has so arranged for the purchase of such Notes, the Representatives you or the Company shall have the right to postpone the Closing Date for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, that in the reasonable your opinion of Underwriters’ Counsel, may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm SecuritiesNotes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you and the Company as provided in paragraph (a) above, the aggregate principal amount of such Notes which remains unpurchased does not exceed one eleventh of the aggregate principal amount of all the Notes, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Notes which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters 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 the Notes of a defaulting Underwriter or Underwriters by you and the Company as provided in paragraph (a) above, the aggregate principal amount of Notes which remains unpurchased exceeds one eleventh of the aggregate principal amount of all the Notes, or if the Company shall not exercise the right described in paragraph (b) above to require non-defaulting Underwriters to purchase Notes of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the indemnity and contribution agreements in Section 7; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Representative may in their discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does do not arrange for the purchase of the Default Securities Shares as provided in this Section 89, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto or the Underwriters (except in each case as provided in Sections 4(k5, 7, 8, 10 and 11(d), 6 and 8) or the Underwriters), but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “"Default Securities”Shares") do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)6, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ ' Counsel, may thereby be made necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, any of the Representatives may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k6, 8, 9, 11 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Offered Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate ten percent (10% %) of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds ten percent (10% %) of the number of Firm SecuritiesShares, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities the Depositary Shares that it has agreed to purchase hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities such Depositary Shares on the terms contained herein. In the event that If within five (5) calendar days thirty-six hours after such a default the Representative does by any Underwriter you do not arrange for the purchase of the Default Securities as provided in this Section 8such Depositary Shares, this Agreement shall thereupon terminate, without liability on the part of then the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) shall be entitled to a further period of thirty-six hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) you to purchase such Depositary Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Depositary Shares, or are to be purchased by another party or parties as aforesaidthe Company notifies you that it has so arranged for the purchase of such Depositary Shares, the Representatives you or the Company shall have the right to postpone the Closing Date Time of Delivery for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, that in the reasonable your opinion of Underwriters’ Counsel, may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm SecuritiesDepositary Shares. (b) If, after giving effect to any arrangements for the purchase of the Depositary Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Depositary Shares that remains unpurchased does not exceed one-eleventh of the aggregate number of all the Depositary Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Depositary Shares that such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Depositary Shares that such Underwriter agreed to purchase hereunder) of the Depositary Shares of such defaulting Underwriter or Underwriters 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 the Depositary Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Depositary Shares that remains unpurchased exceeds one-eleventh of the aggregate number of all Depositary Shares, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Depositary Shares of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative Underwriter pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting UnderwritersUnderwriter; subject, however, to such adjustments to eliminate fractional shares as the Representative Underwriter in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Underwriter may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters Underwriter who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative Underwriter does not arrange for the purchase of the Default Securities as provided in this Section 87, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) 9) or the UnderwritersUnderwriter, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters Underwriter of its or their liability, if any, to the other Underwriters Underwriter and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting UnderwritersUnderwriter, or are to be purchased by another party or parties as aforesaid, the Representatives Underwriter or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of UnderwritersUnderwriter’ Counsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 7 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “Default SecuritiesShares”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company and the Selling Shareholders that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Shares as provided in this Section 811, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Company and the Selling Shareholders to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company or the Selling Shareholders with respect thereto (except in each case as provided in Sections 4(k)7, 6 9, 10, 13 and 8) 14) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company and the Selling Shareholders for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be, for a period, period not exceeding five (5) Business Days, business days in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Additional Shares hereunder, and if the Securities Firm Shares or Additional Shares with respect to which such default relates (the “"Default Securities”Shares") do not (after giving effect to arrangements, if any, made by the Representative Lead Manager pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Additional Shares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company Selling Stockholders that number of Default Securities Shares that bears the same proportion to of the total number of Default Securities Shares then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on in Schedule A II hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative Lead Manager in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Shares exceeds 10% of the number of Firm SecuritiesShares or Additional Shares, as the case may be, the Representatives Lead Manager may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Shares on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative Lead Manager does not arrange for the purchase of the Default Securities Shares as provided in this Section 810, this Agreement or, in the case of a default with respect to the Additional Shares, the obligations of the Underwriters to purchase and of the Selling Stockholders to sell the Additional Shares shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)6, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Shares are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Lead Manager or the Company shall have the right to postpone the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ ' Counsel, may thereby be made necessary or advisable. The term “"Underwriter” " as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares and Additional Shares.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunderShares, and if the Securities Firm Shares with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares.

Underwriter Default. (a) If If, on the Closing Date or an Option Closing Date, as the case may be, any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Offered Securities hereunderthat it has or they have agreed to purchase hereunder on such date, and if the Offered Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the aggregate number of the Firm SecuritiesOffered Securities to be purchased on such date, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Shares set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the aggregate number of Firm Securitiesthe Offered Securities to be purchased on such date, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five three (53) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 811, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k)4, 6 8, 9, 11 and 8) 12) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 11 with like effect as if it had originally been a party to this Agreement with respect to such Firm Default Securities.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities or Option Securities, if the Over-Allotment Option is exercised hereunder, and if the Firm Securities or Option Securities , as applicable, with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate ten percent (10% %) of the number of the Firm Securities or Option Securities, as applicable, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities or Option Securities, as applicable, set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities or Option Securities, as applicable, set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds ten percent (10% %) of the number of Firm Securities or Option Securities, if the Representatives Over-Allotment Option is exercised hereunder, the Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm Securities or Option Securities, as applicable.

Underwriter Default. (a) If any Underwriter or Underwriters shall default at the Closing Time or on a Date of Delivery in its or their obligation to purchase Firm Securities hereunder, take up and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange pay for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are Shares to be purchased by it under this Agreement, on such date the Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or are any other underwriters, to purchase all, but not less than all, of the Shares which such Underwriter shall have agreed but failed to take up and pay for (the "Defaulted Shares"). Absent the completion of such arrangements within such 36 hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition to the number of Shares which it is otherwise obligated to purchase on such date pursuant to this Agreement) the portion of the total number of Shares agreed to be purchased by another party or parties as aforesaidthe defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representatives may terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Shares hereunder on such date unless all of the Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by the Representatives with the approval of the Company or selected by the Company with the approval of the Representatives). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the Company non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period, period not exceeding five (5) Business Days, business days in order to effect whatever that any necessary changes may thereby be necessary in the Registration Statement or the and Prospectus or in any and other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may be necessary or advisableeffected. The term “Underwriter” Underwriter as used in this Agreement shall refer to and include any party Underwriter substituted under this Section 8 with the like effect as if it such substituted Underwriter had originally been a party to named in this Agreement with respect to such Firm SecuritiesAgreement.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities hereunder, and if the Securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm Securities, each non-defaulting Underwriter, acting severally and not jointly, agrees it has agreed to purchase from the Company that number hereunder at an applicable Time of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities set forth opposite the names of the non-defaulting Underwriters; subjectDelivery, however, to such adjustments to eliminate fractional shares as the Representative in its discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm Securities, the Representatives you may in their your discretion arrange for themselves you or for another party or other parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default such Securities on the terms contained herein. In the event that If within five (5) calendar days thirty six hours after such a default the Representative does by any Underwriter you do not arrange for the purchase of the Default Securities as provided in this Section 8such Securities, this Agreement shall thereupon terminate, without liability on the part of then the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) shall be entitled to a further period of thirty six hours within which to procure another party or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, other parties satisfactory to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that any Default Securities are to be purchased by you have so arranged for the non-defaulting Underwriterspurchase of such Securities, or are to be purchased by another party or parties as aforesaidthe Company notifies you that it has so arranged for the purchase of such Securities, the Representatives you or the Company shall have the right to postpone the Closing Date applicable Time of Delivery for a period, period of not exceeding five (5) Business Daysmore than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus Prospectus, or in any other documents and or arrangements, and the Company agrees to file promptly any amendment amendments or supplement supplements to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, that may thereby be necessary or advisablemade necessary. The term “Underwriter” as used in this Agreement shall include any party person substituted under this Section 8 with like effect as if it such person had originally been a party to this Agreement with respect to such Firm Securities. (b) If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Securities which remains unpurchased does not exceed one eleventh of the aggregate number of all the Securities to be purchased at the applicable Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at the applicable Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters 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 the Securities of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of Securities which remains unpurchased exceeds one eleventh of the aggregate number of all the Securities to be purchased at the applicable Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters (or, with respect to the Optional Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares), then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the indemnity and contribution agreements in Section 8; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Notes hereunder, and if the Securities Notes with respect to which such default relates (the “Default SecuritiesNotes”) do not (after giving effect to arrangements, if any, made by the Representative Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesNotes, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Notes that bears the same proportion to of the total number of Default Securities Notes then being purchased as the number of Firm Securities Notes set forth opposite the name of such Underwriter on in Schedule A I hereto bears to the aggregate number of Firm Securities Notes set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares Notes in principal amounts of less than $2,000 as the Representative Representatives in its their sole discretion shall make. (b) In the event that the aggregate number of Default Securities Notes exceeds 10% of the number of Firm SecuritiesNotes, the Representatives may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Notes on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does Representatives do not arrange for the purchase of the Default Securities Notes as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k), 6 and 8) Section 12 below) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Notes are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone the Closing Date for a periodDate, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesNotes.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Securities Firm Units with respect to which such default relates (the “Default SecuritiesUnits”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities Units that bears the same proportion to of the total number of Default Securities Units then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities Units exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities Units on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities Units as provided in this Section 810, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 10 and 12(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities Units are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Daysbusiness days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 10 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) a. If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Shares or Option Shares, if the Over-Allotment Option is exercised hereunder, and if the Securities Firm Shares or Option Shares, as applicable, with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesShares or Option Shares, as applicable, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to the total number of Default Securities then being purchased as the number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the name of such Underwriter on Schedule Annex A hereto bears to the aggregate number of Firm Securities Shares or Option Shares, as applicable, set forth opposite the names of the non-defaulting Underwriters; subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) b. In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesShares or Option Shares, if the Over-Allotment Option is exercised hereunder, the Representatives Representative may in their its discretion arrange for themselves itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 8, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k4(i), 6 6, 7, 8 and 8) 9) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) c. In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the First Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counselcounsel, may be necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesShares or Option Shares, as applicable.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Securities securities with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8, 9 and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.

Underwriter Default. (a) If any Underwriter or Underwriters shall default in its or their obligation to purchase Firm Securities Units hereunder, and if the Securities Firm Units with respect to which such default relates (the “Default Securities”) do not (after giving effect to arrangements, if any, made by the Representative pursuant to subsection (b) below) exceed in the aggregate 10% of the number of the Firm SecuritiesUnits, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Securities that bears the same proportion to of the total number of Default Securities then being purchased as the number of Firm Securities Units set forth opposite the name of such Underwriter on Schedule A I hereto bears to the aggregate number of Firm Securities Units set forth opposite the names of the non-defaulting Underwriters; , subject, however, to such adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. (b) In the event that the aggregate number of Default Securities exceeds 10% of the number of Firm SecuritiesUnits, the Representatives Representative may in their its discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Securities on the terms contained herein. In the event that within five (5) calendar days 48 hours after such a default the Representative does not arrange for the purchase of the Default Securities as provided in this Section 89, this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 4(k5, 7, 8,and 11(d), 6 and 8) ) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and the Company for damages occasioned by its or their default hereunder. (c) In the event that any Default Securities are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representatives Representative or the Company shall have the right to postpone the Closing Date for a period, not exceeding five (5) Business Days, in order to effect whatever changes may thereby be necessary in the Registration Statement or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the reasonable opinion of counsel to the Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 8 9 with like effect as if it had originally been a party to this Agreement with respect to such Firm SecuritiesUnits.