Common use of Underwriter Default Clause in Contracts

Underwriter Default. If any Underwriter shall default at the Closing Time or on a Date of Delivery in its obligation to take up and pay for the 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 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 the 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, 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 non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Underwriter Default. If any Underwriter shall default at the Closing Time or on a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement, on such date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the 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 36-36 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 the 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, at its election, either may terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter. Without relieving any defaulting Underwriter orfrom its obligations hereunder, as described in this paragraph above, make arrangements the Company agrees with the other non-defaulting underwriters, or Underwriters that it will not sell any other underwriters selected by the Representative, to take up and pay for all, but not less than all, Shares hereunder on such date unless all of the Shares to be purchased under this Agreement, including on such date are purchased on such date by the Defaulted SharesUnderwriters (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 non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Underwriter Default. If any Underwriter shall default at the Closing Time or on a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement, on such date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the 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 36-36 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 the 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, at its election, either Representatives may terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter. Without relieving any defaulting Underwriter orfrom its obligations hereunder, as described in this paragraph above, make arrangements the Company agrees with the other non-defaulting underwriters, or Underwriters that it will not sell any other underwriters selected by the Representative, to take up and pay for all, but not less than all, Shares hereunder on such date unless all of the Shares to be purchased under this Agreement, including on such date are purchased on such date by the Defaulted SharesUnderwriters (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 non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

Underwriter Default. If on the Closing Date, any Underwriter shall default at the Closing Time or on a Date of Delivery in its obligation fail to take up purchase and pay for the 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 any other underwriters, to purchase all, but not less than all, portion of the Shares which such Underwriter shall have has agreed but failed to take up purchase 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) (otherwise than by reason of any default on the portion part of the total number Company), you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Shares agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting or Underwriters; and , then (iia) if the total aggregate number of Defaulted Shares exceeds shares with respect to which such default shall occur does not exceed 10% of such total, the 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 Agreementon the Closing Date, including the Defaulted Shares. If a new other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters are substituted for a defaulting Underwriter in accordance failed to purchase, or (b) if the aggregate number of shares of Shares with respect to which such default shall occur exceeds 10% of the foregoing provisionShares to be purchased on the Closing Date, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters shall have or of the right Company except to postpone the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Time or the relevant Date of Delivery Date, may be postponed for a period such period, not exceeding five business days seven days, as you, as Representative, may determine in order that any necessary the required changes in the Registration Statement and or in the Prospectus and or in any other documents or arrangements may be effected. The term Underwriter as used in this Agreement shall refer to and include “Underwriter” includes any Underwriter person substituted for a defaulting Underwriter. Any action taken under this Section 8 with the like effect as if 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such substituted Underwriter had originally been named in under this Agreement.

Underwriter Default. If any Underwriter shall or Underwriters default at in their obligations to purchase any Shares hereunder on either the Closing Time or on a Date of Delivery in its obligation to take up and pay for the 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 any other underwriters, to purchase all, but not less than all, Additional Closing Date and the aggregate number of the Shares which that such defaulting Underwriter shall have or Underwriters 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 purchase 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 that the number of Shares which it is otherwise Underwriters are obligated to purchase on such date pursuant Closing Date or Additional Closing Date, as applicable, the Representatives may make arrangements satisfactory to this Agreement) the portion Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, or Additional Closing Date, as applicable, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares that such defaulting Underwriters agreed but failed to purchase on such Closing Date or Additional Closing Date, as applicable. If any Underwriter or Underwriters so default and the aggregate number of Shares with respect to which such default or defaults occur exceeds 10% of the total number of Shares agreed that the Underwriters are obligated to be purchased by the defaulting Underwriter purchase on such date in the proportion that its underwriting obligations hereunder bears Closing Date or Additional Closing Date, as applicable, and arrangements satisfactory to the underwriting obligations of all non-defaulting Underwriters; Representatives and (ii) if the total number of Defaulted Shares exceeds 10% Company for the purchase of such totalShares by other persons are not made within 36 hours after such default, the Representative may, at its election, either terminate this Agreement by notice to the Company, will terminate without liability to on the part of any non-defaulting Underwriter oror the Company, except as described provided in Section 12 (provided that if such default occurs with respect to Additional Shares after the Closing Date, this paragraph above, make arrangements with Agreement will not terminate as to the other non-defaulting underwriters, Firm Shares or any other underwriters selected by the Representative, Additional Shares purchased prior to take up and pay for all, but not less than all, of the Shares to be purchased under such termination). As used in this Agreement, including the Defaulted Shares. If a new Underwriter or Underwriters are term "Underwriter" includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery from liability for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreementits default.

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 take up purchase Firm Shares hereunder, and pay for if the Firm Shares with respect to be purchased which such default relates (the “Default Shares”) do not (after giving effect to arrangements, if any, made by it under this Agreement, on such date the Representative shall have pursuant to subsection (b) below) exceed in the rightaggregate 10% of the number of Firm Shares, within 36 hours after each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Shares that bears the same proportion of the total number of Default Shares then being purchased as the number of Firm Shares set forth opposite the name of such default, Underwriter on Schedule A hereto bears to make arrangements for one or more the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters, or any other underwriterssubject, however, to purchase allsuch adjustments to eliminate fractional shares as the Representative in its sole discretion shall make. Maxim Group LLC [ ], but not less than all, of 2011 (b) In the Shares which such Underwriter shall have agreed but failed to take up and pay for (event that the "Defaulted Shares"). Absent the completion of such arrangements within such 36-hour period, (i) if the total aggregate 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 the 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 Default Shares exceeds 10% of such totalthe number of Firm Shares, the Representative may, at its election, either terminate this Agreement by notice to the Company, without liability to may in their discretion arrange for themselves or for another party or parties (including any non-defaulting Underwriter or, or Underwriters who so agree) to purchase the Default Shares on the terms contained herein. In the event that within five calendar days after such a default the Representative do not arrange for the purchase of the Default Shares as described provided in this paragraph aboveSection 10, make arrangements this Agreement shall thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections 5, 7, 8, 10 and 12(d)) or the other non-defaulting underwriters, or any other underwriters selected by the Representative, to take up and pay for allUnderwriters, 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 non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used nothing in this Agreement shall refer relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this AgreementCompany for damages occasioned by its or their default hereunder.

Underwriter Default. If at the Time of Delivery any one or more of the Underwriters shall fail or refuse (otherwise than for some reason sufficient to justify in accordance with the terms hereof, the termination of its obligations hereunder) to purchase Bonds which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the Bonds which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Bonds to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of the Bonds set forth opposite its name in Schedule I bears to the aggregate principal amount of the Bonds which all the non-defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided, that in no event shall the aggregate principal amount of the Bonds which any Underwriter shall default Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of the Bonds which such Underwriter agreed to purchase without the written consent of such Underwriter. If at the Closing Time or on a Date of Delivery in its obligation any Underwriter or Underwriters shall fail or refuse to take up purchase Bonds and pay for the Shares aggregate principal amount of the Bonds with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Bonds to be purchased by it under this Agreement, on all Underwriters and arrangements satisfactory to the Underwriters and the Company for purchase of such date the Representative shall have the right, Bonds are not made within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the 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 the 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, at its election, either terminate this Agreement by notice to the Company, will terminate without liability to on the part of any non-defaulting Underwriter or, as described and the Company. In any such case which does not result 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, termination of the Shares to be purchased under this Agreement, including either the Defaulted Shares. If a new Underwriter Underwriters or Underwriters are substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery Delivery, but in no event for a period not exceeding five business days longer than seven days, in order that any necessary changes the required changes, if any, in the Registration Statement and Prospectus and or any other documents or arrangements may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted Any action taken under this Section 8 with the like effect as if 11 shall not relieve any defaulting Underwriter from liability in respect of any default of any such substituted Underwriter had originally been named in under this Agreement.

Underwriter Default. If on the First Closing Date or any Option Closing Date, if any, any Underwriter shall default at the Closing Time or on a Date of Delivery in its obligation fail to take up purchase and pay for the Shares portion of the Firm Securities or Option Securities, as the case may be, which such Underwriter has agreed to be purchased by it under this Agreement, purchase and pay for on such date (otherwise than by reason of any default on the Representative shall have part of the rightCompany), within 36 hours after such defaultthe Representatives (or the non-defaulting Representative, to make arrangements for if one of the Representatives is a defaulting Underwriter), or more if both of the Representatives are defaulting Underwriters, the non-defaulting Underwriters, shall use their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any other underwritersothers, to purchase allfrom the Company such amounts as may be agreed upon and upon the terms set forth herein, but not less than allthe Firm Securities or Option Securities , of as the Shares case may be, which such the defaulting Underwriter shall have agreed but or Underwriters failed to take up and pay for (purchase. If during such 36 hours the "Defaulted Shares"). Absent the completion of Representatives shall not have procured such arrangements within such 36-hour periodother Underwriters, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateor any others, 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 Closing Securities or Option Securities, as the total number of Shares case may be, agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting or Underwriters; and , then (iia) if the total aggregate number of Defaulted Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of such total, the Representative may, at its election, either terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter orFirm Securities or Option Securities, as described in this paragraph abovethe case may be, 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 provisioncovered hereby, the Company or the Representatives will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters shall have or of the right Company except to postpone the extent provided in Section 6 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 8, the applicable Closing Time Date may be postponed for such period, not exceeding seven days, as the Representatives (or the relevant Date non-defaulting Representative, if one of Delivery for the Representatives is a period not exceeding five business days defaulting Underwriter), or if both of the Representatives are defaulting Underwriters, the non-defaulting Underwriters, may determine in order that any necessary the required changes in the Registration Statement and Prospectus and or in any other documents or arrangements may be effected. The term Underwriter as used in this Agreement shall refer to and include “Underwriter” includes any Underwriter person substituted for a defaulting Underwriter. Any action taken under this Section 8 with the like effect as if shall not relieve any defaulting Underwriter from liability in respect of any default of such substituted Underwriter had originally been named in under this Agreement.

Underwriter Default. If on the First Closing Date or any Option Closing Date, if any, any Underwriter shall default at the Closing Time or on a Date of Delivery in its obligation fail to take up purchase and pay for the Shares portion of the Firm Securities or Option Securities, as the case may be, which such Underwriter has agreed to be purchased by it under this Agreement, purchase and pay for on such date (otherwise than by reason of any default on the part of the Company), the Representative shall have the right, use their reasonable efforts to procure within 36 hours after such default, to make arrangements for thereafter one or more of the non-defaulting other Underwriters, or any other underwritersothers, to purchase allfrom the Company such amounts as may be agreed upon and upon the terms set forth herein, but not less than allthe Firm Securities or Option Securities , of as the Shares case may be, which such the defaulting Underwriter shall have agreed but or Underwriters failed to take up and pay for (purchase. If during such 36 hours the "Defaulted Shares"). Absent the completion of Representative shall not have procured such arrangements within such 36-hour periodother Underwriters, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Shares to be purchased on such dateor any others, 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 Closing Securities or Option Securities, as the total number of Shares case may be, agreed to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting or Underwriters; and , then (iia) if the total aggregate number of Defaulted Shares Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur does not exceed 10% of the Firm Securities or Option Securities, as the case may be, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Firm Securities or Option Securities, as the case may be, which they are obligated to purchase hereunder, to purchase the Firm Securities or Option Securities, as the case may be, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Firm Securities or Option Securities, as the case may be, with respect to which such default shall occur exceeds 10% of such total, the Representative may, at its election, either terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter orFirm Securities or Option Securities, as described in this paragraph abovethe case may be, 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 provisioncovered hereby, the Company or the Representative will have the right to terminate this Agreement without liability on the part of the non-defaulting Underwriters shall have or of the right Company except to postpone the extent provided in Section 6 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 8, the applicable Closing Time or the relevant Date of Delivery may be postponed for a period such period, not exceeding five business days seven days, as the Representative may determine in order that any necessary the required changes in the Registration Statement and Prospectus and or in any other documents or arrangements may be effected. The term Underwriter as used in this Agreement shall refer to and include “Underwriter” includes any Underwriter person substituted for a defaulting Underwriter. Any action taken under this Section 8 with the like effect as if shall not relieve any defaulting Underwriter from liability in respect of any default of such substituted Underwriter had originally been named in under this Agreement.

Underwriter Default. If If, on the First Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter shall default at or Underwriters agreed but failed or refused to purchase does not exceed 10% of the Closing Time or on a Date aggregate number of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement, on such date date, the Representative shall have the right, within 36 hours after such default, to Underwriters may make arrangements satisfactory to the Company for one the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such First Closing Date or more an Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule A attached hereto bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Underwriters with the consent of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Shares which such defaulting Underwriter shall have or Underwriters agreed but failed or refused to take up purchase on such date. In any such case, the Underwriters shall have the right to postpone the First Closing Date or an Option Closing Date, as the case may be, but in no event for longer than five days in order that the required changes, if any, to the Registration Statement and pay for (the "Defaulted Shares")Prospectuses or any other documents or arrangements may be effected. Absent If, on the completion First Closing Date or an Option Closing Date, as the case may be, any one or more of such arrangements within such 36-hour period, (i) if the total Underwriters shall fail or refuse to purchase the Shares and the aggregate number of Defaulted Shares does not exceed with respect to which such default occurs exceeds 10% of the total aggregate number of Shares to be purchased on such date, each non-defaulting Underwriter shall take up and pay for (in addition arrangements satisfactory to the number Underwriters, the Company for the purchase of such Shares which it are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party (other than the defaulting underwriter, who shall remain liable to the Company) except that the provisions of Section 6, Section 10 and Section 18 shall at all times be effective and shall survive such termination; provided, however, that if this Agreement is otherwise obligated to purchase on such date terminated pursuant to this Agreement) Section 9, the portion Company shall not be obligated to pay any expenses of the total number of Shares agreed to be purchased by the defaulting Underwriter on such date Underwriters, including those set forth 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, at its election, either terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter or, as described Section 6. As used 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 term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter in accordance with the foregoing provision, the Company or the non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if 9. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such substituted Underwriter had originally been named in under this Agreement.

Underwriter Default. If any Underwriter shall default at the Closing Time or on a Date of Delivery in its obligation to take up and pay for the Shares to be purchased by it under this Agreement, on such date the Representative Representatives shall have the right, within 36 hours after such default, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the 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 36-36 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 the 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, at its election, either Representatives may terminate this Agreement by notice to the Company, without liability to any non-defaulting Underwriter. Without relieving any defaulting Underwriter orfrom its obligations hereunder, as described in this paragraph above, make arrangements the Company agrees with the other non-defaulting underwriters, or Underwriters that it will not sell any other underwriters selected by the Representative, to take up and pay for all, but not less than all, Shares hereunder on such date unless all of the Shares to be purchased under this Agreement, including on such date are purchased on such date by the Defaulted SharesUnderwriters (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 non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.

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 take up purchase Firm Shares or Additional Shares hereunder, and pay for if the Firm Shares or Additional Shares with respect to be purchased which such default relates (the “Default Shares”) do not (after giving effect to arrangements, if any, made by it under this Agreement, on such date the Representative shall have pursuant to subsection (b) below) exceed in the rightaggregate 10% of the number of Firm Shares or Additional Shares, within 36 hours after each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Shares that bears the same proportion of the total number of Default Shares then being purchased as the number of Firm Shares set forth opposite the name of such default, Underwriter in Schedule I hereto bears to make arrangements for one or more the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters, or any other underwriterssubject, however, to purchase all, but not less than all, of such adjustments to eliminate fractional shares as the Shares which such Underwriter Representative in its sole discretion shall have agreed but failed to take up and pay for make. (b) In the "Defaulted Shares"). Absent event that the completion of such arrangements within such 36-hour period, (i) if the total aggregate number of Defaulted Default Shares does not exceed exceeds 10% of the total number of Firm Shares to be purchased on such dateor Additional Shares, each as the case may be, the Representative may in its discretion arrange for itself or for another party or parties (including any non-defaulting Underwriter shall take up and pay or Underwriters who so agree) to purchase the Default Shares on the terms contained herein. In the event that within five calendar days after such a default the Representative does not arrange for (the purchase of the Default Shares as provided in addition this Section 10, this Agreement or, in the case of a default with respect to the number Additional Shares, the obligations of Shares which it is otherwise obligated the Underwriters to purchase on such date pursuant to this Agreement) the portion and of the total number 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 6, 8, 9, 11 and 12(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 Shares agreed are to be purchased by the defaulting Underwriter on such date in the proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-non- defaulting Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, or are to be purchased by another party or parties as aforesaid, the 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 non-defaulting Underwriters shall have the right to postpone the Closing Time Date or Additional Closing Date, as the relevant Date of Delivery case may be for a period period, not exceeding five business days days, in order that any to effect whatever changes may thereby be made necessary changes in the Registration Statement and or the Prospectus and or in any other documents may be effected. The term Underwriter as used and arrangements, and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this Agreement.opinion

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 take up purchase Firm Units or Additional Units hereunder, and pay for if the Shares Firm Units or Additional Units with respect to be which such default relates (the “Default Units”) do not (after giving effect to arrangements, if any, made by the Representatives pursuant to subsection (b) below) exceed in the aggregate 10% of the number of Firm Units or Additional Units, each non-defaulting Underwriter, acting severally and not jointly, agrees to purchase from the Company that number of Default Units that bears the same proportion of the total number of Default Units then being purchased by it under this Agreement, as the number of Firm Units set forth opposite the name of such Underwriter on such date Schedule A hereto bears to the Representative shall have aggregate number of Firm Units set forth opposite the right, within 36 hours after such default, to make arrangements for one or more names of the non-defaulting Underwriters, or any other underwriterssubject, however, to purchase all, but not less than all, such adjustments to eliminate fractional units as in the sole discretion of the Shares which such Underwriter shall have agreed but failed to take up and pay for Representatives. Maxim Group LLC Canaccord Xxxxx Inc. ________________, 2008 (b) In the "Defaulted Shares"). Absent event that the completion of such arrangements within such 36-hour period, (i) if the total aggregate number of Defaulted Shares does not exceed Default Units exceeds 10% of the total number of Shares to be purchased on such dateFirm Units or Additional Units, each non-defaulting Underwriter shall take up and pay for (in addition to as 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 the 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 totalcase may be, the Representative may, at its election, either terminate this Agreement by notice to the Company, without liability to Representatives may in their discretion arrange for itself or for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Units on the terms contained herein. In the event that within five calendar days after such a default the Representatives do not arrange for the purchase of the Default Units as provided in this Section 9, this Agreement or, in the case of a default with respect to the Additional Units, the obligations of the Underwriters to purchase and of the Company to sell the Additional Units shall thereupon terminate, without liability on the part of the Company with respect thereto or the Underwriters (except in each case as described provided in this paragraph aboveSections 5, make arrangements with the other non-defaulting underwriters7, or any other underwriters selected by the Representative8, to take up 10 and pay for all11(d)), 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 non-defaulting Underwriters shall have the right to postpone the Closing Time or the relevant Date of Delivery for a period not exceeding five business days in order that any necessary changes in the Registration Statement and Prospectus and other documents may be effected. The term Underwriter as used nothing in this Agreement shall refer relieve a defaulting Underwriter or Underwriters of its or their liability, if any, to the other Underwriters and include any Underwriter substituted under this Section 8 with the like effect as if such substituted Underwriter had originally been named in this AgreementCompany for damages occasioned by its or their default hereunder.