Common use of Substitution of Underwriters Clause in Contracts

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on any the Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall default in its fail or their obligations refuse to purchase shares of Stock any Firm Shares that it or they agreed to purchase hereunder on any Closing Date and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) exceeds one-tenth of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date Firm Shares and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons Firm Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be will terminate without liability on the part of any non-defaulting Underwriter or the Company, except that Company for the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid purchase or reimbursed sale of any Shares under this Agreement. Any action taken pursuant to Sections 5 and 9 and the provisions of this Section 7 and Sections 11 through 21, inclusive, 10 shall not terminate and shall remain relieve any defaulting Underwriter from liability in full force and effectrespect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall default in its or their obligations be obligated to purchase shares of Stock hereunder on any Closing Date and (in the aggregate respective proportions which the number of shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the “Default Securities”); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (exceeds 10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateFirm Securities, the other Underwriters and any non-defaulting Underwriter shall not be obligated severally, in proportion to their respective commitments hereunder, to purchase more than 110% of the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased Securities set forth opposite its name in Schedule I attached hereto purchasable by all Underwriters on such Closing Date and arrangements satisfactory it pursuant to the Representatives and the Company for the purchase terms of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminateSection 3 hereof. If the remaining Underwriters or substituted Underwriters foregoing maximums are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10exceeded, (i) the Company non-defaulting Underwriters, and any other underwriters satisfactory to the Representatives who so agree, shall have the right right, but shall not be obligated, to postpone purchase (in such Closing Date for a period of not more than five (5proportions as may be agreed upon among them) full business days in order that all the Company may effect whatever changes may thereby be made necessary in Default Securities on the Registration Statement or terms contained herein. If the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining non-defaulting Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of underwriters satisfactory to the Representatives do not elect to purchase the Default Securities, this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company and other statements set forth the Underwriters as provided in Section 25 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes that may be necessary in the Registration Statement, the obligations Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives’ opinion may thereby be made necessary. 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 expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectSecurities.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Securities hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten five percent (105%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Securities with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Securities by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Securities of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Public Units hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Public Units of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, necessary and (ii) the respective numbers of shares Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall default in its fail or their obligations refuse to purchase shares of Stock any Firm Shares that it or they agreed to purchase hereunder on any Closing Date and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) exceeds one-tenth of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons Firm Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be will terminate without liability on the part of any non-defaulting Underwriter or the Company, except that Company for the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid purchase or reimbursed sale of any Shares under this Agreement. Any action taken pursuant to Sections 5 and 9 and the provisions of this Section 7 and Sections 11 through 21, inclusive, 10 shall not terminate and shall remain relieve any defaulting Underwriter from liability in full force and effectrespect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Dateunderwritten, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date underwritten and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and except the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty-four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall Closing Date may, at the option of the Company, be obligated severallypostponed for a further twenty-four (24) hours, in proportion if necessary, to their respective commitments hereunderallow the Company the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase the shares Firm Shares which such the defaulting Underwriter or Underwriters so agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or Statement, supplements to the Prospectus or other such documents which may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 10, neither the Company nor any Selling Stockholder shall be without liability on liable to any Underwriter (except as provided in Sections 5 and 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the part number of any non-defaulting Firm Shares agreed by such Underwriter or to be purchased hereunder, which Underwriter shall remain liable to the Company, the Selling Stockholders and the other Underwriters for damages, if any, resulting from such default) be liable to the Company or any Selling Stockholder (except that to the representations, warranties, covenants, indemnities, agreements and other statements set forth extent provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8 hereof).

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Public Units hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Public Units of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, necessary and (ii) the respective numbers of shares Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten five percent (105%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default fail to take up and pay for the principal amount of Bonds agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Bonds in its or their obligations to purchase shares of Stock hereunder on any Closing Date accordance with the terms hereof, and the principal amount of Bonds not purchased does not aggregate number more than 10% of shares the aggregate principal amount of the Bonds, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective commitments hereunder except as may otherwise be determined by you) the Bonds which any withdrawing or defaulting Underwriters agreed but failed to purchase; however, if such Bonds not purchased aggregate more than 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as shall be determined by you) the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of purchase. If such remaining Underwriters do not, at the total number of shares to be purchased by all Underwriters on such Closing Date, take up and pay for the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase Bonds which the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase, the time for delivery of the Bonds shall be extended to the next business day to allow the several Underwriters the privilege of substituting within 24 hours (including non-business hours) another underwriter or underwriters satisfactory to the Company. If any no such underwriter or underwriters shall have been substituted, as aforesaid, the time for delivery of the Bonds may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company the privilege of finding within 24 hours (including non-business hours) another underwriter or underwriters, satisfactory to you, to purchase the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If the remaining Underwriters shall so default not take up and the aggregate number of shares with respect to which pay for all such default or defaults occur is more than ten percent (10%) of the total number of shares Bonds agreed to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives defaulting Underwriters, or substitute another underwriter or underwriters as aforesaid, and the Company shall not find or shall not elect to seek another underwriter or underwriters for the purchase of such shares by other persons are not made within forty-eight (48) hours after such defaultBonds as aforesaid, then this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(n) and in Section 6 hereof), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the principal amount of Bonds agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof). (b) If the remaining Underwriters or substituted Underwriters are required hereby or agree to underwriters take up all or part the Bonds of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10Section, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) seven full business days days, in order that the Company to effect any changes which may effect whatever changes may thereby be made necessary thereby in the Registration Statement Statement, the Disclosure Package or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Registration Statement, the Disclosure Package or the Prospectus which may thereby be made necessarynecessary thereby, and (ii) the respective numbers principal amounts of shares Bonds to be purchased by the remaining Underwriters or substituted Underwriters underwriters shall be taken as the basis of their respective underwriting obligation obligations for all purposes of this Agreement. A substituted underwriter hereunder shall become an Underwriter for all purposes of this Agreement. (c) Nothing herein contained shall relieve any a defaulting Underwriter of from liability for its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectdefault.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Firm Units hereunder on the Closing Date or the Option Shares or Option Warrants on any Option Closing Date and the aggregate number of shares Firm Units or Option Shares or Option Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Firm Units or Option Shares or Option Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Firm Units or Option Shares or Option Warrants, respectively, which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Firm Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Firm Units to be purchased by all Underwriters on such Closing Date or is more than ten percent (10%) of the total number of Option Shares or Option Warrants on such Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Firm Units or Option Shares or Option Warrants by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Firm Units or Option Shares or Option Warrants of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days Business Days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Firm Units or Option Shares or Option Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight forty‑eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting non‑defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 5(a)(viii) and Section 9 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in for any reason not permitted hereunder cancel its or their obligations to purchase shares the Firm Securities hereunder, or shall fail to take up and pay for the number of Stock hereunder Firm Securities set forth opposite its name on any Closing Date and Schedule 1 hereto upon tender of such Firm Securities in accordance with the terms hereof, then: (a) If the aggregate number of shares Firm Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares Firm Securities, the other Underwriter shall be obligated to be purchased by all purchase the Firm Securities which such defaulting Underwriter agreed but failed to purchase. (b) If any Underwriter so defaults and the agreed number of Firm Securities with respect to which such default or defaults occurs is more than 10% of the total number of Firm Securities, the remaining Underwriters on shall have the right to take up and pay for the Firm Securities which the defaulting Underwriter agreed but failed to purchase. If such remaining Underwriters do not, at the Firm Closing Date, take up and pay for the other Underwriters Firm Securities which the defaulting Underwriter agreed but failed to purchase, the time for delivery of the Firm Securities shall be obligated severallyextended to the next business day to allow the remaining Underwriters the privilege of substituting within twenty-four hours (including nonbusiness hours) another underwriter or underwriters satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid, in proportion within such twenty-four hour period, the time of delivery of the Firm Securities may, at the option of the Company, be again extended to their respective commitments hereunderthe next following business day, if necessary, to allow the Company the privilege of finding within twenty-four hours (including nonbusiness hours) another underwriter or underwriters to purchase the shares Firm Securities which such the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part the Firm Securities of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10section, (i) the Company or the underwriter shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) full seven business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents document or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Firm Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their the underwriting obligation for all purposes of this Agreementagreement. Nothing herein contained If in the event of a default by any Underwriter and the remaining Underwriters shall relieve any not take up and pay for all the Firm Securities agreed to be purchased by the defaulting Underwriter of its liability to or substitute another underwriter or underwriters as aforesaid, the Company shall not find or the other Underwriters shall not elect to seek another underwriter or underwriters for damages occasioned by its default hereunder. Any termination of such Firm Securities as aforesaid, then this Agreement pursuant shall terminate. If, following exercise of the option provided in section 2(c) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to this Section 10 purchase Option Securities at the Option Closing Date, or shall fail to take up and pay for the number of Option Securities, which it became obligated to purchase at the Option Closing Date upon tender of such Option Securities in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Units of the defaulting Underwriters in the manner provided in section 9(b) hereof. If the remaining Underwriters or substituted Underwriters shall not take up and pay for all such Option Securities, the Underwriters shall be without entitled to purchase the number of Option Securities for which there is no default or, at their election, the option shall terminate, the exercise thereof shall be of no effect. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this section. In the event of termination, there shall be no liability on the part of any non-defaulting Underwriter or to the Company, except provided that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, this section 9 shall not terminate and shall remain in full force and effectany event affect the liability of any defaulting Underwriter to the Company arising out of such default.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock the Bonds which it has agreed to purchase hereunder on any Closing Date and the aggregate number principal amount of shares such Bonds which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number principal amount of shares Bonds, the non-defaulting Underwriters may make arrangements satisfactory to be purchased the Company for the purchase of the aggregate principal amount of such Bonds by all Underwriters on other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the other non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number principal amount of shares Bonds with respect to which such default or defaults occur is more than ten percent (exceeds 10%) % of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Bonds and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Bonds by other persons are not made within forty-eight (48) 36 hours after such default, this Agreement shall will terminate. If the remaining non-defaulting Underwriter or Underwriters or substituted Underwriters underwriter or underwriters are required hereby or agree to take up all or part of the shares Bonds of Stock of a the defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 108, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statement, Pricing Disclosure Package or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers aggregate principal amount of shares to be purchased by Bonds which the remaining non-defaulting Underwriters or substituted Underwriters purchaser or purchasers shall thereafter be obligated to purchase shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other non-defaulting Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth than as provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect10.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock the Notes which it has agreed to purchase hereunder on any Closing Date and the aggregate number principal amount of shares such Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number principal amount of shares Notes, the non-defaulting Underwriters may make arrangements satisfactory to be purchased the Company for the purchase of the aggregate principal amount of such Notes by all Underwriters on other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the other non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number principal amount of shares Notes with respect to which such default or defaults occur is more than ten percent (exceeds 10%) % of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Notes and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Notes by other persons are not made within forty-eight (48) 36 hours after such default, this Agreement shall agreement will terminate. If the remaining non-defaulting Underwriter or Underwriters or substituted Underwriters underwriter or underwriters are required hereby or agree to take up all or part of the shares Notes of Stock of a the defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 108, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statement, Pricing Disclosure Package or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers aggregate principal amount of shares to be purchased by Notes which the remaining non-defaulting Underwriters or substituted Underwriters purchaser or purchasers shall thereafter be obligated to purchase shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other non-defaulting Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth than as provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect10.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on any the Closing Date or any Option Closing Date, as applicable, and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. . (b) If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section Sections 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 3, 5(h), 7, 8 and 9 and the provisions of Section 7 and Sections 11 through 2117, inclusive, shall not terminate and shall remain in full force and effect; provided, however, that nothing in this Agreement shall relieve a defaulting Underwriter of its liability, if any, to the Company for damages occasioned by its default hereunder.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 5(a)(viii) and Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock the Notes which it has agreed to purchase hereunder on any Closing Date and the aggregate number principal amount of shares such Notes which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number principal amount of shares Notes, the non defaulting Underwriters may make arrangements satisfactory to be purchased the Company for the purchase of the aggregate principal amount of such Notes by all Underwriters on other persons, including any of the non defaulting Underwriters, but if no such arrangements are made by the Closing Date, the other non defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number principal amount of shares Notes with respect to which such default or defaults occur is more than ten percent (exceeds 10%) % of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Notes and arrangements satisfactory to the Representatives non defaulting Underwriters and the Company for the purchase of such shares Notes by other persons are not made within forty-eight (48) 36 hours after such default, this Agreement shall agreement will terminate. If the remaining non defaulting Underwriter or Underwriters or substituted Underwriters underwriter or underwriters are required hereby or agree to take up all or part of the shares Notes of Stock of a the defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 109, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers aggregate principal amount of shares to be purchased by Notes which the remaining non defaulting Underwriters or substituted Underwriters purchaser or purchasers shall thereafter be obligated to purchase shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other non defaulting Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 9 shall be without liability on the part of any non-the non defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements other than as provided in Sections 8 and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect11.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunderset forth on Schedule I hereto, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed to non-defaulting Underwrtiers pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 5(a)(viii) and Section 9 and Sections 11 through 2119, inclusive, shall not terminate and shall remain in full force and effect. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default fail to take up and pay for the principal amount of Bonds agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Bonds in its or their obligations to purchase shares of Stock hereunder on any Closing Date accordance with the terms hereof, and the principal amount of Bonds not purchased does not aggregate number more than 10% of shares the aggregate principal amount of the Bonds, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective commitments hereunder except as may otherwise be determined by you) the Bonds which any withdrawing or defaulting Underwriters agreed but failed to purchase; however, if such Bonds not purchased aggregate more than 10% of the aggregate principal amount of the Bonds, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as shall be determined by you) the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of purchase. If such remaining Underwriters do not, at the total number of shares to be purchased by all Underwriters on such Closing Date, take up and pay for the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase Bonds which the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase, the time for delivery of the Bonds shall be extended to the next business day to allow the several Underwriters the privilege of substituting within 24 hours (including non-business hours) another underwriter or underwriters satisfactory to the Company. If any no such underwriter or underwriters shall have been substituted, as aforesaid, the time for delivery of the Bonds may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company the privilege of finding within 24 hours (including non-business hours) another underwriter or underwriters, satisfactory to you, to purchase the Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase. If the remaining Underwriters shall so default not take up and the aggregate number of shares with respect to which pay for all such default or defaults occur is more than ten percent (10%) of the total number of shares Bonds agreed to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives defaulting Underwriters, or substitute another underwriter or underwriters as aforesaid, and the Company shall not find or shall not elect to seek another underwriter or underwriters for the purchase of such shares by other persons are not made within forty-eight (48) hours after such defaultBonds as aforesaid, then this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(h) and in Section 6 hereof), nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the principal amount of Bonds agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof). (b) If the remaining Underwriters or substituted Underwriters are required hereby or agree to underwriters take up all or part the Bonds of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10Section, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) seven full business days days, in order that the Company to effect any changes which may effect whatever changes may thereby be made necessary thereby in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessarynecessary thereby, and (ii) the respective numbers principal amounts of shares Bonds to be purchased by the remaining Underwriters or substituted Underwriters underwriters shall be taken as the basis of their respective underwriting obligation obligations for all purposes of this Agreement. A substituted underwriter hereunder shall become an Underwriter for all purposes of this Agreement. (c) Nothing herein contained shall relieve any a defaulting Underwriter of from liability for its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectdefault.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase the shares of Stock Offered Securities hereunder on any Closing Date Date, and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date Date, and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Offered Securities of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters ---------------------------- shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty- four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall Closing Date may, at the option of the Company, be obligated severallypostponed for a further twenty-four (24) hours, in proportion if necessary, to their respective commitments hereunderallow the Company the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase the shares Firm Shares which such the defaulting Underwriter or Underwriters so agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or Statement, supplements to the Prospectus or other such documents which may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 10, neither the Company nor any Selling Stockholder shall be without liability on liable to any Underwriter (except as provided in Sections 5 and 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the part number of any non-defaulting Firm Shares agreed by such Underwriter or to be purchased hereunder, which Underwriter shall remain liable to the Company, the Selling Stockholders and the other Underwriters for damages, if any, resulting from such default) be liable to the Company or any Selling Stockholder (except that to the representations, warranties, covenants, indemnities, agreements and other statements set forth extent provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8 hereof).

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Public Units hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Public Units of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five three (53) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, necessary and (ii) the respective numbers of shares Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed to non-defaulting Underwriters pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunderset forth on Schedule I hereto, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed to non-defaulting Underwrtiers pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect, and provided that any such termination shall not relieve a defaulting Underwriter from liability for its default.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date Date, as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Date, for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty-four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall Closing Date may, at the option of the Company, be obligated severallypostponed for a further twenty-four (24) hours, in proportion if necessary, to their respective commitments hereunderallow the Company the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase the shares Firm Shares which such the defaulting Underwriter or Underwriters so agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or Statement, supplements to the Prospectus or other such documents which may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 10, neither the Company shall be without liability on liable to any Underwriter (except as provided in Sections 5 and 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the part number of any non-defaulting Firm Shares agreed by such Underwriter or to be purchased hereunder, which Underwriter shall remain liable to the Company, and the other Underwriters for damages, if any, resulting from such default) be liable to the Company (except that to the representations, warranties, covenants, indemnities, agreements and other statements set forth extent provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8 hereof).

Substitution of Underwriters. If any Underwriter or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall default in its or their obligations be obligated to purchase shares of Stock hereunder on any Closing Date and (in the aggregate respective proportions which the number of shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set forth opposite the names of all the non- defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the “Default Securities”); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (exceeds 10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateFirm Securities, the other Underwriters and any non-defaulting Underwriter shall not be obligated severally, in proportion to their respective commitments hereunder, to purchase more than 110% of the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased Securities set forth opposite its name in Schedule I attached hereto purchasable by all Underwriters on such Closing Date and arrangements satisfactory it pursuant to the Representatives and the Company for the purchase terms of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminateSection 3 hereof. If the remaining Underwriters or substituted Underwriters foregoing maximums are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10exceeded, (i) the Company non-defaulting Underwriters, and any other underwriters satisfactory to the Representative who so agree, shall have the right right, but shall not be obligated, to postpone purchase (in such Closing Date for a period of not more than five (5proportions as may be agreed upon among them) full business days in order that all the Company may effect whatever changes may thereby be made necessary in Default Securities on the Registration Statement or terms contained herein. If the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining non-defaulting Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of underwriters satisfactory to the Representative do not elect to purchase the Default Securities, this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company and other statements set forth the Underwriters as provided in Section 25 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representative are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representative or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes that may be necessary in the Registration Statement, the obligations Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representative’s opinion may thereby be made necessary. 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 expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectSecurities.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock the Securities hereunder on any Closing Date Date, and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date Date, and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Securities of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 7, Section 11 and Sections 11 13 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock the Bonds which it has agreed to purchase hereunder on any Closing Date and the aggregate number principal amount of shares such Bonds which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number principal amount of shares Bonds, the non-defaulting Underwriters may make arrangements satisfactory to be purchased the Company for the purchase of the aggregate principal amount of such Bonds by all Underwriters on other persons, including any of the non-defaulting Underwriters, but if no such arrangements are made by the Closing Date, the other non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which Bonds that such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number principal amount of shares Bonds with respect to which such default or defaults occur is more than ten percent (exceeds 10%) % of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Bonds and arrangements satisfactory to the Representatives non-defaulting Underwriters and the Company for the purchase of such shares Bonds by other persons are not made within forty-eight (48) 36 hours after such default, this Agreement shall agreement will terminate. If the remaining non-defaulting Underwriter or Underwriters or substituted Underwriters underwriter or underwriters are required hereby or agree to take up all or part of the shares Bonds of Stock of a the defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 108, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days days, in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statement, Pricing Disclosure Package or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers aggregate principal amount of shares to be purchased by Bonds which the remaining non-defaulting Underwriters or substituted Underwriters purchaser or purchasers shall thereafter be obligated to purchase shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other non-defaulting Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 8 shall be without liability on the part of any the non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth than as provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect10.

Substitution of Underwriters. If any Underwriter or Underwriters shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty-four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall Closing Date may, at the option of the Company, be obligated severallypostponed for a further twenty-four (24) hours, in proportion if necessary, to their respective commitments hereunderallow the Company the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase the shares Firm Shares which such the defaulting Underwriter or Underwriters so agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or Statement, supplements to the Prospectus or other such documents which may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 210, the obligations with respect Company shall not be liable to expenses to be paid or reimbursed pursuant to any Underwriter (except as provided in Sections 5 and 9 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the number of Firm Shares agreed by such Underwriter to be purchased hereunder, which Underwriter shall remain liable to the Company and the provisions of Section 7 other Underwriters for damages, if any, resulting from such default) be liable to the Company (except to the extent provided in Sections 5 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8 hereof).

Substitution of Underwriters. 26 (a) If any Underwriter one or more Underwriters shall default in its or their obligations to purchase shares of Stock and pay for Units hereunder on any Closing Date and if the aggregate number amount of shares such Units which such all Underwriters so defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed ten percent (10%) % of the total aggregate number of shares Units constituting the Units, the non-defaulting Underwriters shall have the right and shall be obligated severally to purchase and pay for (in addition to the Units set forth opposite their names in Schedule I) the full amount of the Units agreed to be purchased by all such defaulting Underwriters on such Closing Date, the other Underwriters shall be obligated severallyand not so purchased, in proportion to their respective commitments hereunder. In such event the Representative, for the accounts of the several non-defaulting Underwriters, may take up and pay for all or any part of such additional Units to be purchased by each such Underwriter under this subsection (a), and may postpone the Closing Date for seven business days; or (b) If one or more Underwriters (other than the Representative) default in its or their obligations to purchase and pay for the shares Units hereunder and if the aggregate amount of such Units which such all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase on shall exceed 10% of the aggregate number of Units, or if one or more Underwriters for any reason permitted hereunder cancel its or their obligations to purchase and pay for Units hereunder, the non-canceling and non-defaulting Underwriters (hereinafter called the "Remaining Underwriters") shall have the right, but shall not be obligated to purchase such Units in such proportion as may be agreed among them, at the Closing Date. If any Underwriter or the Remaining Underwriters shall so default do not purchase and the aggregate number of shares with respect to which pay for such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on Units at such Closing Date, the Closing Date shall be postponed for one business day and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters shall have the right to purchase such Units, or substituted Underwriters are required hereby to substitute another person or agree persons to take up all purchase the same or part of both, at such postponed Closing Date. If purchasers shall not have been found for such Units by such postponed Closing Date, the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) shall be postponed for a further two business days and the Company shall have the right to postpone substitute another person or persons, satisfactory to you to purchase such Units at such second postponed Closing Date Date. If the Company shall not have found such purchasers for a period of not more than five such Units by such second postponed Closing Date, then this Agreement shall automatically terminate and neither the Company nor the remaining Underwriters (5including the Representative) full business days in order shall be under any obligation under this Agreement (except that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments shall remain liable to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of extent provided in Paragraph 7 hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14. Nothing herein contained shall in this subparagraph (b) will relieve any a defaulting Underwriter of from its liability liability, if any, to the Company or the other Underwriters or the Company for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 hereunder (and such damages shall be deemed to include, without liability on limitation, all expenses reasonably incurred by each Underwriter in connection with the part proposed purchase and sale of the Units) or obligate any non-defaulting Underwriter to purchase or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth find purchasers for any Units in Section 2, the obligations with respect to expenses excess of those agreed to be paid or reimbursed pursuant to purchased by such Underwriter under the terms of Sections 5 3 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect14 hereof.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate Shares agreed to be purchased on such Closing Date by such Underwriter or Underwriters, the Representatives may find one or more substitute underwriters to purchase such Shares or make such other arrangements as the Representatives may deem advisable or one or more of the remaining Underwriters may agree to purchase such Shares in such proportions as may be approved by the Representatives, in each case upon the terms set forth in this Agreement. If no such arrangements have been made by the close of business on the business day following such Closing Date, (a) if the number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all the defaulting Underwriters on such Closing Date, Date shall not exceed 10% of the other Shares that all the Underwriters shall be are obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If , then each of the nondefaulting Underwriters shall be obligated to purchase such Shares on the terms herein set forth in proportion to their respective obligations hereunder; provided, that in no event shall the maximum number of Shares that any Underwriter or Underwriters shall so default and the aggregate has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 11 by more than one-ninth of such number of shares with respect to which Shares without the written consent of such default or defaults occur is more than ten percent Underwriter, or (10%b) of if the total number of shares Shares to be purchased by all the defaulting Underwriters on such Closing Date and arrangements shall exceed 10% of the Shares that all the Underwriters are obligated to purchase on such Closing Date, then the Company or the Selling Shareholder shall be entitled to one additional business day within which it may, but is not obligated to, find one or more substitute underwriters reasonably satisfactory to the Representatives to purchase such Shares upon the terms set forth in this Agreement. In any such case, either the Representatives or the Company and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company Selling Shareholder shall have the right to postpone such the applicable Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever necessary changes may thereby be made and arrangements (including any necessary in the Registration Statement amendments or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments supplements to the Registration Statement or supplements to Prospectus) may be effected by the Prospectus which may thereby be made necessaryRepresentatives, the Selling Shareholder and (ii) the respective numbers Company. If the number of shares Shares to be purchased on such Closing Date by the remaining Underwriters such defaulting Underwriter or substituted Underwriters shall be taken as exceed 10% of the basis Shares that all the Underwriters are obligated to purchase on such Closing Date, and none of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the nondefaulting Underwriters, the Selling Shareholder or the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement shall make arrangements pursuant to this Section 10 within the period stated for the purchase of the Shares that the defaulting Underwriters agreed to purchase, this Agreement shall terminate with respect to the Shares to be purchased on such Closing Date without liability on the part of any non-defaulting nondefaulting Underwriter to the Company or the Selling Shareholder and without liability on the part of the Company, except that in both cases as provided in Sections 7(b), 8, 9 and 10. The provisions of this Section shall not in any way affect the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2liability of any defaulting Underwriter to the Company, the obligations with respect to expenses to be paid Selling Shareholder or reimbursed pursuant to Sections 5 and 9 and the provisions nondefaulting Underwriters arising out of Section 7 and Sections 11 through 21, inclusive, such default. A substitute underwriter hereunder shall not terminate and shall remain in full force and effectbecome an Underwriter for all purposes of this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Securities hereunder on any the Closing Date and the aggregate number of shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Securities with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Securities by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Securities of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 5(a)(x) and Section 9 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares and/or Warrants hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares and/or Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares by other persons are not made within forty-forty eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares Warrants of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-non defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Dateunderwritten, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date underwritten and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 1012, (i) the Company shall have the right to postpone such the Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to for expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and except for the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect6.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters shall default in its or their obligations fail (other than for a reason sufficient to justify the termination of this Agreement) to purchase shares of Stock hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters Underwriters' Securities agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all such Underwriter or Underwriters on such Closing Date, the Representatives or, if there are none, such firm as may be designated by a majority in interest of the Underwriters, may find one or more substitute underwriters to purchase such Underwriters' Securities, or make such other arrangements as they may deem advisable or one or more of the remaining Underwriters may agree to purchase such Underwriters' Securities in such proportions as may be approved by the Representatives or such designated firm, in each case upon the terms herein set forth. If no such arrangements have been made within 24 hours after the Closing Date, and (a) the aggregate principal amount of Underwriters' Securities to be purchased by the defaulting Underwriters on the Closing Date shall not exceed 10% of the total principal amount of Underwriters' Securities that the Underwriters are obligated to purchase on the Closing Date, each of the nondefaulting Underwriters shall be obligated severally, to purchase such Underwriters' Securities on the terms herein set forth in proportion to their respective commitments obligations hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and ; or (b) the aggregate number principal amount of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Underwriters' Securities to be purchased by all the defaulting Underwriters on such the Closing Date and arrangements shall exceed 10% of the total principal amount of Underwriters' Securities that the Underwriters are obligated to purchase on the Closing Date, the Company shall be entitled to an additional period of 24 hours within which to find one or more substitute underwriters satisfactory to the Representatives and or such designated firm, to purchase such Underwriters' Securities upon the Company for terms set forth herein. In any such case, either the purchase of Representatives or such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters designated firm or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that necessary changes and arrangements may be effected. If neither the non-defaulting Underwriters nor the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement make arrangements pursuant to clause (b) of this Section 10 within the period stated for the purchase of the Underwriters' Securities which such defaulting Underwriters agreed to purchase, this Agreement shall be terminate without liability on the part of any non-defaulting Underwriter or to the Company and without liability on the part of the Company, except that the representationsexcept, warrantiesin both cases, covenants, indemnities, agreements and other statements set forth as provided in Section 27, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 8 and 9 and the hereof. The provisions of this Section 7 and Sections 11 through 21, inclusive, 10 shall not terminate and shall remain in full force and effectany way affect the liability of any defaulting Underwriter to the Company or the non-defaulting Underwriters arising out of such default.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Units, Shares and/or Warrants hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Units, Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Units, Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Units, Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Units, Shares and/or Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Units, Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Units, Shares and/or Warrants of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Units, Shares and/or Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-non defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or for any reason not permitted hereunder cancel their obligations to purchase shares the First Units hereunder, or shall fail to take up and pay for the number of Stock hereunder on any Closing Date and First Units set forth opposite their respective names in Schedule A hereto upon tender of such First Units in accordance with the terms hereof, then: (a) If the aggregate number of shares First Units which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateFirst Units, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares First Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. purchase. (b) If any Underwriter or Underwriters shall so default and the aggregate agreed number of shares First Units with respect to which such default or defaults occur occurs is more than ten percent (10%) % of the total number of shares First Units, the remaining Underwriters shall have the right to take up and pay for (in such proportion as may be purchased by all agreed upon among them) the First Units which the defaulting Underwriter or Underwriters on agreed but failed to purchase. If such remaining Underwriters do not, at the First Closing Date Date, take up and arrangements pay for the First Units which the defaulting Underwriter or Underwriters agreed but failed to purchase, the time for delivery of the First Units shall be extended to the next business day to allow the several Underwriters the privilege of substituting within twenty-four hours (including nonbusiness hours) another underwriter or underwriters satisfactory to the Representatives and Company. If no such underwriter or underwriters shall have been substituted as aforesaid, within such twenty-four hour period, the time of delivery of the First Units may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company for the privilege of finding within twenty-four hours (including nonbusiness hours) another underwriter or underwriters to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminatethe First Units which the defaulting Underwriter or Underwriters agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part the First Units of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10Section, (i) the Company or the Representative shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) full seven business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares First Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as at the basis of their the underwriting obligation for all purposes of this Agreement. Nothing herein contained If in the event of a default by one or more Underwriters and the remaining Underwriters shall relieve any not take up and pay for all the First Units agreed to be purchased by the defaulting Underwriter of its liability to Underwriters or substitute another underwriter or underwriters as aforesaid, the Company shall not find or the other Underwriters shall not elect to seek another underwriter or underwriters for damages occasioned by its default hereunder. Any termination of such First Units as aforesaid, then this Agreement pursuant shall terminate. If, following exercise of the option provided in Section 2(b) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to this purchase Option Units at the Option Closing Date, or shall fail to take up and pay for the number of Option Units, which they become obligated to purchase at the Option Closing Date upon tender of such Option Units in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Units of the defaulting Underwriters in the manner provided in Section 10 9(b) hereof. If the remaining Underwriters or substituted Underwriters shall not take up and pay for all such Option Units, the Underwriters shall be without liability on entitled to purchase the part number of any non-defaulting Underwriter or the CompanyOption Units for which there is no default or, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2at their election, the obligations with respect to expenses to option shall terminate, the exercise thereof shall be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and no effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Securities hereunder on any the Closing Date and the aggregate number of shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Securities with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Securities by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Securities of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 Section 5(a)(viii) and the provisions of Section 7 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 5(a)(viii) and Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. (a) If any Underwriter one or more Underwriters shall should default in its or their obligations obligation to purchase shares of Stock and pay for any Offered Shares hereunder on any Closing Date and if the aggregate number of shares such Offered Shares which such all Underwriters so defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares the Offered Shares, the non-defaulting Underwriters will be obligated severally to purchase and pay for (in addition to the number of Offered Shares set forth opposite their names in Schedule A attached hereto) the full number of Offered Shares agreed to be purchased by all Underwriters on such Closing Datedefaulting Underwriters, the other Underwriters shall be obligated severallyand not so purchased, in proportion to their respective commitments hereunder. In such event the Representatives, for the accounts of the several nondefaulting Underwriters, may take up and pay for all or any part of such additional Offered Shares to be purchased by each such Underwriter under this Section 10(a), and may postpone the Closing Date to a time not exceeding three full business days after the Closing Date determined as provided in Section 2 hereof. (b) If one or more Underwriters should default in its or their obligation to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If and pay for any Underwriter or Underwriters shall so default Offered Shares hereunder and if the aggregate number of shares with respect such Offered Shares which all Underwriters so defaulting have agreed to which such default or defaults occur is more than ten percent (purchase exceeds 10%) % of the total number of shares Offered Shares, or if one or more Underwriters for any reason permitted hereunder should cancel its or their obligation to purchase and pay for Offered Shares hereunder, the non-cancelling and non-defaulting Underwriters (hereinafter called the "remaining Underwriters") will have the right to purchase such Offered Shares in such proportion as may be purchased by all Underwriters on such agreed among them at the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminatedetermined as provided in Section 2 hereof. If the remaining Underwriters do not purchase and pay for such Offered Shares at such Closing Date, the Closing Date will be postponed for 24 hours and the remaining Underwriters will have the right to purchase such Offered Shares, or to substitute another person or persons to purchase the same, or both, at such postponed Closing Date. If purchasers have not been found for such Offered Shares by such postponed Closing Date, the Closing Date will be postponed for a further 24 hours, and the Company will have the right to substitute another person or persons, reasonably satisfactory to the Representatives to purchase such Offered Shares at such second postponed Closing Date. If it shall be arranged for the remaining Underwriters or substituted Underwriters are required hereby or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10Section, (iA) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five three (53) full business days Business Days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary. If the Company has not found such purchasers for such Offered Shares by such second postponed Closing Date, then this Agreement will automatically terminate, and neither the Company nor the remaining Underwriters will be under any obligation under this Agreement (iiexcept that the Company and the Underwriters will remain liable to the extent provided in Sections 7 and 8 hereof and the Company will also remain liable to the extent provided in Section 5(j) hereof). As used in this Agreement, the respective numbers term "Underwriter" includes any person substituted for an Underwriter under this Section 10(b). Nothing in Section 11 hereof will relieve a defaulting Underwriter from the liability for its default and nothing in this Section 10(b) will obligate any Underwriter to purchase or find purchasers for any Offered Shares in excess of shares those agreed to be purchased by such Underwriter under the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions terms of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect2 hereof.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default fail to take up and pay for the amount of Underwritten Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Underwritten Shares in its or their obligations to purchase shares of Stock hereunder on any Closing Date accordance with the terms hereof, and the amount of Underwritten Shares not purchased does not aggregate number more than 10% of shares which such the total amount of Underwritten Shares set forth in Schedule A hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule A hereto except as may otherwise be determined by you) the Underwritten Shares that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent purchase. (10%b) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default fail to take up and pay for the amount of Underwritten Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Underwritten Shares in accordance with the terms hereof, and the aggregate number amount of shares with respect to which such default or defaults occur is Underwritten Shares not purchased aggregates more than ten percent (10%) % of the total number amount of shares to be purchased by all Underwriters on such Closing Date Underwritten Shares set forth in Schedule A hereto, and arrangements satisfactory to the Representatives and the Company you for the purchase of such shares Underwritten Shares by other persons are not made within forty-eight (48) 36 hours after such defaultthereafter, this Agreement shall terminate. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 6(a)(vii) and Section 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Underwritten Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 8 hereof). If Underwritten Shares to which a default relates are to be purchased by the remaining non-defaulting Underwriters or substituted Underwriters are required hereby by any other party or agree to take up all parties, the Representative or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period the sale of the Underwritten Shares for not more than five (5) full seven business days in order that the Company may effect whatever necessary changes may thereby be made necessary in the Registration Statement or Statement, in the ProspectusTime of Sale Disclosure Package, in the Final Prospectus or in any other documents or documents, as well as any other arrangements, and may be effected. As used herein, the Company agrees promptly to file term “Underwriter” includes any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or person substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting an Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to under this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect10.

Substitution of Underwriters. If any Underwriter or Underwriters shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its or their obligations to purchase shares of Stock hereunder on any Closing Date accordance with the terms hereof, and if the aggregate number of shares which Firm Shares that such defaulting Underwriter or Underwriters so agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing DateFirm Shares, the other remaining Underwriters shall be obligated severallyobligated, severally in proportion to their respective commitments hereunder, to purchase take up and pay for the shares which Firm Shares of such defaulting Underwriter or Underwriters. If any Underwriter or Underwriters so defaults and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase on take up and pay for exceeds ten percent of the Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such Closing Date. If any proportions as may be agreed upon among them) the Firm Shares that the defaulting Underwriter or Underwriters shall so default agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the aggregate number of shares with respect Firm Shares that the defaulting Underwriter or Underwriters so agreed but failed to which such default or defaults occur is more than ten percent (10%) of purchase, the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements shall be postponed for twenty-four hours to allow the several Underwriters the privilege of substituting within twenty-four hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to the Representatives and Company. If no such underwriter or underwriters shall have been substituted as aforesaid by such postponed Closing Date, the Closing Date may, at the option of the Company, be postponed for a further twenty-four hours, if necessary, to allow the Company for the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminatethe Firm Shares that the defaulting Underwriter or Underwriters so agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) seven full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or Statement, supplements to the Prospectus which or other such documents that may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 10, neither the Company nor either Selling Stockholder shall be without liability on liable to any Underwriter (except as provided in Sections 5 and 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the part number of any non-defaulting Firm Shares agreed by such Underwriter or to be purchased hereunder, which Underwriter shall remain liable to the Company, the Selling Stockholders and the other Underwriters for damages, if any, resulting from such default) be liable to the Company or either Selling Stockholder (except that to the representations, warranties, covenants, indemnities, agreements and other statements set forth extent provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8 hereof).

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2Sections 2 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 5(h) and Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Dateunderwritten, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date underwritten and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 1012, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to for expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and except for the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect6.

Substitution of Underwriters. If any Underwriter or of the Underwriters shall default in its or for any reason not permitted hereunder cancel their obligations to purchase shares the Securities hereunder, or shall fail to take up and pay for the number of Stock hereunder on any Closing Date and Securities set forth opposite their respective names in Schedule A hereto upon tender of such Securities in accordance with the terms hereof, then: (a) if the aggregate number of shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing DateSecurities, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. purchase. (b) If any Underwriter or Underwriters shall so default and the aggregate agreed number of shares Securities with respect to which such default or defaults occur occurs is more than ten percent (10%) of the total number of shares Securities, the remaining Underwriters shall have the right to take up and pay for (in such proportion as may be purchased by all agreed upon among them) the Securities which the defaulting Underwriter or Underwriters on agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date Date, take up and arrangements pay for the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, the time for delivery of the Securities shall be extended to the next business day to allow the several Underwriters the privilege of substituting within twenty-four hours (including non-business hours) another Underwriter or Underwriters satisfactory to the Representatives and Company. If no such Underwriter or Underwriters shall have been substituted as aforesaid, within such twenty-four period, the time of delivery of the Securities may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company for the privilege of finding within twenty-four hours (including non-business hours) another Underwriter or Underwriters to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminatethe Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part the Securities of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10Section, (i) the Company or the Representative shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, ; and (ii) the respective numbers of shares Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as at the basis of their the underwriting obligation for all purposes of this Agreement. Nothing herein contained If in the event of a default by one or more Underwriters and the remaining Underwriters shall relieve any not take up and pay for all the Securities agreed to be purchased by the defaulting Underwriters or substitute another Underwriter of its liability to or Underwriters as aforesaid, and the Company shall not find or the other shall not elect to seek another Underwriter or Underwriters for damages occasioned by its default hereunder. Any termination of such Securities as aforesaid, then this Agreement pursuant shall terminate. If, following exercise of the option provided in Section 2(b) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to this purchase Option Securities at the Option Closing Date, or shall fail to take up and pay for the number of Option Securities, which they become obligated to purchase at the Option Closing Date upon tender of such Option Securities in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Securities of the defaulting Underwriters in the manner provided in Section 10 9(b) hereof. If the remaining Underwriters or substituted Underwriters shall not take up and pay for all Option Securities, the Underwriters shall be without liability on entitled to purchase the part number of any non-defaulting Underwriter or the CompanyOption Securities for which there is no default or, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2at their election, the obligations with respect to expenses to option shall terminate, the exercise thereof shall be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and no effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock and Warrants hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock and Warrants of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. (a) If any Underwriter one or more Underwriters shall default in its or their obligations to purchase shares of Stock and pay for Securities hereunder on any Closing Date and if the aggregate number amount of shares such Securities which such all Underwriters so defaulting Underwriter or Underwriters have agreed but failed to purchase does not exceed ten percent (10%) % of the total aggregate number of shares Securities constituting the Securities, the non-defaulting Underwriters shall have the right and shall be obligated severally to purchase and pay for (in addition to the Securities set forth opposite their names in Schedule I) the full amount of the Securities agreed to be purchased by all such defaulting Underwriters on such Closing Date, the other Underwriters shall be obligated severallyand not so purchased, in proportion to their respective commitments hereunder. In such event the Representative, for the accounts of the several non-defaulting Underwriters, may take up and pay for all or any part of such additional Securities to be purchased by each such Underwriter under this subsection (a), and may postpone the Closing Date to a time not exceeding seven full business days; or (b) If one or more Underwriters (other than the Representative) default in its or their obligations to purchase and pay for the shares Securities hereunder and if the aggregate amount of such Securities which such all Underwriters so defaulting Underwriter or Underwriters shall have agreed but failed to purchase on shall exceed 10% of the aggregate number of Securities or if one or more Underwriters for any reason permitted hereunder cancel its or their obligations to purchase and pay for Securities hereunder, the non-canceling and non-defaulting Underwriters (hereinafter called the "Remaining Underwriters") shall have the right, but shall not be obligated to purchase such Securities in such proportion as may be agreed among them, at the Closing Date. If any Underwriter or the Remaining Underwriters shall so default do not purchase and the aggregate number of shares with respect to which pay for such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on Securities at such Closing Date, the Closing Date shall be postponed for 24 hours and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters shall have the right to purchase such Securities, or substituted Underwriters are required hereby to substitute another person or agree persons to take up all purchase the same or part of both, at such postponed Closing Date. If purchasers shall not have been found for such Securities by such postponed Closing Date, the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) shall be postponed for a further 24 hours and the Company shall have the right to postpone substitute another person or persons, satisfactory to you to purchase such Securities at such second postponed Closing Date Date. If the Company shall not have found such purchasers for a period of not more than five such Securities by such second postponed Closing Date, then this Agreement shall automatically terminate and neither the Company, the Selling Security Holders nor the remaining Underwriters (5including the Representative) full business days in order shall be under any obligation under this Agreement (except that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments shall remain liable to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of extent provided in Paragraph 7 hereof). As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14. Nothing herein contained shall in this subparagraph (b) will relieve any a defaulting Underwriter of from its liability liability, if any, to the Company or the other Underwriters for damages occasioned by its default hereunderhereunder (and such damages shall be deemed to include, without limitation, all expenses reasonably incurred by each Underwriter in connection with the proposed purchase and sale of the Securities) or obligate any Underwriter to purchase or find purchasers for any Securities in excess of those agreed to be purchased by such Underwriter under the terms of Sections 3 and 14 hereof. Any termination Notwithstanding anything contained herein to the contrary, no provisions of this Section 14 or any other section of this Underwriting Agreement pursuant are intended to permit an Underwriter to terminate its obligation to purchase the Firm Securities (as such term is defined in this Section 10 shall be without liability on Underwriting Agreement) from the part Company based upon: (i) the occurrence of any non-defaulting Underwriter material events affecting the Company or the Company, except that securities market or (ii) the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, inability to market the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectsecurities.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in for any reason not permitted hereunder cancel its or their obligations to purchase shares the Firm Securities hereunder, or shall fail to take up and pay for the number of Stock hereunder on any Closing Date and Firm Securities set forth opposite names in Schedule 1 hereto upon tender of such Firm Securities in accordance with the terms hereof, then: (a) If the aggregate number of shares Firm Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares Firm Securities, the other Underwriter shall be obligated to be purchased by all Underwriters on purchase the Firm Securities which such defaulting Underwriter agreed but failed to purchase. (b) If any Underwriter so defaults and the agreed number of Firm Securities with respect to which such default or defaults occurs is more than 10% of the total number of Firm Securities, the remaining Underwriter shall have the right to take up and pay for the Firm Securities which the defaulting Underwriter agreed but failed to purchase. If such remaining Underwriter does not, at the Firm Closing Date, take up and pay for the other Underwriters Firm Securities which the defaulting Underwriter agreed but failed to purchase, the time for delivery of the Firm Securities shall be obligated severallyextended to the next business day to allow the remaining Underwriter the privilege of substituting within twenty-four hours (including nonbusiness hours) another underwriter or underwriters satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid, in proportion within such twenty-four hour period, the time of delivery of the Firm Securities may, at the option of the Company, be again extended to their respective commitments hereunderthe next following business day, if necessary, to allow the Company the privilege of finding within twenty-four hours (including nonbusiness hours) another underwriter or underwriters to purchase the shares Firm Securities which such the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters Underwriter or substituted Underwriters are required hereby or agree to take up all or part the Firm Securities of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10section, (i) the Company or the underwriter shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) full seven business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents document or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Firm Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their the underwriting obligation for all purposes of this Agreementagreement. Nothing herein contained If in the event of a default by any Underwriter and the remaining Underwriter shall relieve any defaulting Underwriter of its liability not take up and pay for all the Firm Securities agreed to be purchased by the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or substitute another underwriter or underwriters as aforesaid, the CompanyCompany shall not find or shall not elect to seek another underwriter or underwriters for such Firm Securities as aforesaid, except that then this Agreement shall terminate. If, following exercise of the representations, warranties, covenants, indemnities, agreements and other statements set forth option provided in Section 23(c) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to purchase Option Securities at the Option Closing Date, or shall fail to take up and pay for the number of Option Securities, which it became obligated to purchase at the Option Closing Date upon tender of such Option Securities in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Units of the defaulting Underwriters in the manner provided in Section 9(b) hereof. If the remaining Underwriters or substituted Underwriters shall not take up and pay for all such Option Securities, the obligations with respect Underwriters shall be entitled to expenses to purchase the number of Option Securities for which there is no default or, at their election, the option shall terminate, the exercise thereof shall be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and no effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty-four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall Closing Date may, at the option of the Company, be obligated severallypostponed for a further twenty-four (24) hours, in proportion if necessary, to their respective commitments hereunderallow the Company the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase the shares Firm Shares which such the defaulting Underwriter or Underwriters so agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 10, neither the Company nor any Selling Stockholder shall be without liability on liable to any Underwriter (except as provided in Sections 5 and 8 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the part number of any non-defaulting Firm Shares agreed by such Underwriter or to be purchased hereunder, which Underwriter shall remain liable to the Company, the Selling Stockholders and the other Underwriters for damages, if any, resulting from such default) be liable to the Company or any Selling Stockholder (except that to the representations, warranties, covenants, indemnities, agreements and other statements set forth extent provided in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8 hereof).

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 12 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall default in its or their obligations be obligated to purchase shares of Stock hereunder on any Closing Date and (in the aggregate respective proportions which the number of shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the “Default Securities”); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (exceeds 10%) % of the total number of shares Firm Securities, and any non-defaulting Underwriter shall not be obligated to be purchased purchase more than 110% of the number of Securities set forth opposite its name in Schedule I attached hereto purchasable by all Underwriters on such Closing Dateit pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements underwriters satisfactory to the Representatives and who so agree, shall have the Company for right, but shall not have the obligation, to purchase of (in such shares by proportions as may be agreed upon among them) all the Default Securities on the terms contained herein. If the non-defaulting Underwriters or the other persons are underwriters satisfactory to the Representatives do not made within forty-eight (48) hours after such defaultelect to purchase the Default Securities, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company and other statements set forth the Underwriters as provided in Section 25(o) hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes that may be necessary in the Registration Statement, the obligations Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives’ opinion may thereby be made necessary. 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 expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectSecurities.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunderset forth on Schedule I hereto, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed to non-defaulting Underwrtiers pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters Securities agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters hereunder on such the Closing Date, the Representative shall have the right, within thirty-six (36) hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunderwriters, to purchase such Securities on the shares terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six (36) hours within which such defaulting Underwriter to procure another party or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements other parties satisfactory to the Representatives and the Company Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on the Closing Date does not exceed one-eleventh (1/11) of the aggregate number of all the Securities that all the Underwriters are obligated to purchase on such Closing Date as provided date, 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 such date and, in this Section 10addition, to require each non-defaulting Underwriter to purchase its pro rata share (ibased 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. In any such case, either the Representative or the Company shall have the right to postpone such the Closing Date for a period of not more than five seven (57) full business days in order that the Company may to effect whatever any necessary changes may thereby be made and arrangements (including any necessary in amendments or supplements to the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangementsdocuments), and the Company agrees promptly to file promptly any amendments to the Registration Statement or supplements to the Prospectus which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representative and (ii) the respective numbers Company as provided above, the aggregate number of shares such Securities which remains unpurchased exceeds 10% of the aggregate number of all the Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of at such date, then this Agreement pursuant to this Section 10 shall be terminate, without liability on the part of any non-defaulting Underwriter or to the Company, and without liability on the part of the Company, except that as provided in Sections 4(b), 5, 6 and 7. The provisions of this Section 8 shall not in any way affect the representations, warranties, covenants, indemnities, agreements and other statements set forth liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such default. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 2, the obligations 8 with like effect as if such person had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectsuch Securities.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Public Units hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Public Units of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters ---------------------------- shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty- four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall Closing Date may, at the option of the Company, be obligated severallypostponed for a further twenty-four (24) hours, in proportion if necessary, to their respective commitments hereunderallow the Company the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase the shares Firm Shares which such the defaulting Underwriter or Underwriters so agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 1011, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 211, the obligations with respect Company shall not be liable to expenses any Underwriter (except as provided in Sections 7 and 9 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the number of Firm Shares agreed by such Underwriter to be paid or reimbursed pursuant purchased hereunder, which Underwriter shall remain liable to the Company and the other Underwriters for damages, if any, resulting from such default) be liable to the Company (except to the extent provided in Sections 5 7 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effecthereof).

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Securities hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Securities with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Securities to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Securities of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default fail to take up and pay for the amount of Designated Securities agreed by such Underwriter or Underwriters to be purchased under a Pricing Agreement, upon tender of such Designated Securities in its or their obligations accordance with the terms such Pricing Agreement, and the amount of Designated Securities not purchased does not aggregate more than 10% of the total amount of Designated Securities that the Underwriters are obligated to purchase shares of Stock hereunder on any under the Pricing Agreement at the Closing Date Date, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations under the aggregate number of shares which such Pricing Agreement except as may otherwise be determined by the Representatives) the Designated Securities that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent purchase. (10%b) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default fail to take up and pay for the amount of Designated Securities agreed by such Underwriter or Underwriters to be purchased under a Pricing Agreement, upon tender of such Designated Securities in accordance with the terms hereof, and the aggregate number amount of shares with respect to which such default or defaults occur is Designated Securities not purchased aggregates more than ten percent (10%) % of the total number amount of shares Designated Securities that the Underwriters are obligated to be purchased by all Underwriters on such purchase under the Pricing Agreement at the Closing Date Date, and arrangements satisfactory to the Representatives and the Company and Arcadia Financial for the purchase of such shares Designated Securities by other persons are not made within forty-eight (48) 36 hours after such defaultthereafter, this the Pricing Agreement shall terminate. If In the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part event of the shares of Stock of a defaulting Underwriter or Underwriters on any such Closing Date as provided in this Section 10, (i) termination the Company shall have the right not be under any liability to postpone any Underwriter with respect to Designated Securities not purchased by reason of such Closing Date for a period of not more than five termination (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments except to the Registration Statement or supplements extent provided in Section 4(j) and Section 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under the Pricing Agreement, to purchase the Prospectus which may thereby be made necessary, and (ii) the respective numbers amount of shares Designated Securities agreed by such Underwriter to be purchased by under the remaining Underwriters or substituted Underwriters shall Pricing Agreement) be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve under any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses such Designated Securities (except to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of extent provided in Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect6 hereof).

Substitution of Underwriters. If any Underwriter or Underwriters shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty-four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall be obligated severallyClosing Date may, in proportion to their respective commitments hereunder, to purchase at the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) option of the total number of shares to Company, be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company postponed for the purchase of such shares by other persons are not made within a further forty-eight (48) hours after such defaulthours, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made if necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or allow the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed to non-defaulting Underwriters pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company and the Selling Stockholders shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company and the Selling Stockholders may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company Company, the Selling Stockholders or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriter, the Selling Stockholders or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations obligation to purchase shares of Stock hereunder on any the Closing Date the Shares and the aggregate number of shares which such defaulting Underwriter or Underwriters Warrants agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters hereunder on such the Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other Underwriters shall be obligated severally, in proportion to their respective commitments hereunderunderwriters, to purchase such Shares and Warrants on the shares terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which such defaulting Underwriter to procure another party or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements other parties satisfactory to the Representatives Underwriters to purchase such Shares and the Company Warrants on such terms. If, after giving effect to any arrangements for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares and Warrants of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Shares and Warrants which remains unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of all the Shares and Warrants that all the Underwriters are obligated to purchase on such Closing Date as provided date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares and Warrants which such Underwriter agreed to purchase hereunder at such date and, in this Section 10addition, to require each non-defaulting Underwriter to purchase its pro rata share (ibased on the number of Shares and Warrants which such Underwriter agreed to purchase hereunder) of the Shares and Warrants 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. In any such case, either the Representative or the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business seven days in order that the Company may to effect whatever any necessary changes may thereby be made and arrangements (including any necessary in amendments or supplements to the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangementsdocuments), and the Company agrees promptly to file promptly any amendments to the Registration Statement or supplements to the Prospectus which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any arrangements for the purchase of the Shares and (ii) Warrants of a defaulting Underwriter or Underwriters by the respective numbers Representative and the Company as provided above, the aggregate number of shares such Shares and Warrants which remains unpurchased exceeds 10% of the aggregate number of all the Shares and Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of at such date, then this Agreement pursuant to this Section 10 shall be terminate, without liability on the part of any non-defaulting Underwriter or to the Company, and without liability on the part of the Company, except that as provided in Sections 4(b), 5, 6 and 7. The provisions of this Section 8 shall not in any way affect the representations, warranties, covenants, indemnities, agreements and other statements set forth liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such default. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 2, the obligations 8 with like effect as if such person had originally been a party to this Agreement with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectsuch Shares.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in for any reason not permitted hereunder cancel its or their obligations to purchase shares the Firm Securities hereunder, or shall fail to take up and pay for the number of Stock hereunder on any Closing Date and Firm Securities set forth opposite names in Schedule 1 hereto upon tender of such Firm Securities in accordance with the terms hereof, then: (a) If the aggregate number of shares Firm Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateFirm Securities, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Firm Securities which such defaulting Underwriter agreed but failed to purchase. (b) If any Underwriter so defaults and the agreed number of Firm Securities with respect to which such default or defaults occurs is more than 10% of the total number of Firm Securities, the remaining Underwriters shall have the right to take up and pay for the Firm Securities which the defaulting Underwriter agreed but failed to purchase. If such remaining Underwriters do not, at the Firm Closing Date, take up and pay for the Firm Securities which the defaulting Underwriter agreed but failed to purchase, the time for delivery of the Firm Securities shall be extended to the next business day to allow the remaining Underwriters the privilege of substituting within twenty-four hours (including nonbusiness hours) another underwriter or underwriters satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid, within such twenty-four hour period, the time of delivery of the Firm Securities may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company the privilege of finding within twenty-four hours (including nonbusiness hours) another underwriter or underwriters to purchase the Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters Underwriter or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.Firm

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Underwritten Units hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Underwritten Units which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Underwritten Units to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Underwritten Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Underwritten Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Underwritten Units to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Underwritten Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Underwritten Units of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Underwritten Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 Section 5(a)(viii) and the provisions of Section 7 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in its or their obligations to purchase shares of Stock hereunder on any Closing Date accordance with the terms hereof, and the amount of Firm Shares not purchased does not aggregate number more than 10% of shares which such the total amount of Firm Shares set forth in Schedule I, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I except as may otherwise be determined by you) the Firm Shares that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent purchase. (10%b) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the aggregate number amount of shares with respect to which such default or defaults occur is Firm Shares not purchased aggregates more than ten percent (10%) % of the total number amount of shares to be purchased by all Underwriters on such Closing Date Firm Shares set forth in Schedule I, and arrangements satisfactory to the Representatives and the Company you for the purchase of such shares Firm Shares by other persons are not made within forty-eight (48) 36 hours after such defaultthereafter, this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(a)(vii) and Section 6) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6). If Firm Shares to which a default relates are to be purchased by the remaining non-defaulting Underwriters or substituted Underwriters are required hereby by any other party or agree to take up all parties, the Representatives or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the First Closing Date for a period of not more than five (5) full seven business days in order that the Company may effect whatever necessary changes may thereby be made necessary in the Registration Statement or Statement, in the ProspectusTime of Sale Disclosure Package, in the Prospectus or in any other documents or documents, as well as any other arrangements, and may be effected. As used herein, the Company agrees promptly to file term “Underwriter” includes any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or person substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting an Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to under this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares and/or Warrants hereunder on any the Closing Date and the aggregate number of shares Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares and/or Warrants to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. Date If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares and/or Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares and/or Warrants to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares and/or Warrants by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares and/or Warrants of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 1012, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares and/or Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 2 and 9 3 and the provisions of Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Public Units hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Public Units of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunderset forth on Schedule I hereto, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed to non-defaulting Underwriters pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 5(h) and Section 7 and Sections 11 9 through 2117, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or defaults in its obligation to purchase the number of Securities which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall default in its or their obligations be obligated to purchase shares of Stock hereunder on any Closing Date and (in the aggregate respective proportions which the number of shares Securities set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total number of Securities set forth opposite the names of all the non-defaulting Underwriters in Schedule I hereto) the Securities which such the defaulting Underwriter agreed but failed to purchase (the "Default Securities"); except that the non-defaulting Underwriters shall not be obligated to purchase any of the Securities if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (exceeds 10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateFirm Securities, the other Underwriters and any non-defaulting Underwriter shall not be obligated severally, in proportion to their respective commitments hereunder, to purchase more than 110% of the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased Securities set forth opposite its name in Schedule I attached hereto purchasable by all Underwriters on such Closing Date and arrangements satisfactory it pursuant to the Representatives and the Company for the purchase terms of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminateSection 3 hereof. If the remaining Underwriters or substituted Underwriters foregoing maximums are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10exceeded, (i) the Company non-defaulting Underwriters, and any other underwriters satisfactory to the Representatives who so agree, shall have the right right, but shall not be obligated, to postpone purchase (in such Closing Date for a period of not more than five (5proportions as may be agreed upon among them) full business days in order that all the Company may effect whatever changes may thereby be made necessary in Default Securities on the Registration Statement or terms contained herein. If the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining non-defaulting Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of underwriters satisfactory to the Representatives do not elect to purchase the Default Securities, this Agreement pursuant to this Section 10 shall be terminate without liability on the part of any non-defaulting Underwriter or the Company, Company except that for the representations, warranties, covenants, indemnities, agreements payment of expenses to be borne by the Company and other statements set forth the Underwriters as provided in Section 25 hereof and the indemnity and contribution agreements of the Company and the Underwriters contained in Section 7 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have for damages caused by its default. If the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Securities of a defaulting Underwriter, either the Representatives or the Company may postpone the First Closing Date for up to five full Business Days in order to effect any changes that may be necessary in the Registration Statement, the obligations Time of Sale Disclosure Package or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement or the Time of Sale Disclosure Package or the Prospectus which in the Representatives' opinion may thereby be made necessary. 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 expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effectSecurities.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Dateunderwritten, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date underwritten and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and except the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-forty eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company and the Selling Shareholders shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Underwriters, the Company and the Selling Shareholders may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company Company, the Selling Shareholders or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriter, the Selling Shareholders or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Securities hereunder on any the Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such the Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such the Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-forty eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Securities of a defaulting Underwriter or Underwriters on such the Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 and Sections 11 through 2120, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in its or their obligations to purchase shares of Stock hereunder on any Closing Date accordance with the terms hereof, and the amount of Firm Shares not purchased does not aggregate number more than 10% of shares which such the total amount of Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Firm Shares that the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent purchase. (10%b) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the aggregate number amount of shares with respect to which such default or defaults occur is Firm Shares not purchased aggregates more than ten percent (10%) % of the total number amount of shares to be purchased by all Underwriters on such Closing Date Firm Shares set forth in Schedule I hereto, and arrangements satisfactory to the Representatives and the Company you for the purchase of such shares Firm Shares by other persons are not made within forty-eight (48) 36 hours after such defaultthereafter, this Agreement shall terminate. In the event of any such termination the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the amount of Firm Shares agreed by such Underwriter to be purchased hereunder) be under any liability to the Company (except to the extent provided in Section 6 hereof). If Firm Shares to which a default relates are to be purchased by the remaining non-defaulting Underwriters or substituted Underwriters are required hereby by any other party or agree to take up all or part of parties, the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company Representatives shall have the right to postpone such the First Closing Date for a period of not more than five (5) full seven business days in order that the Company may effect whatever necessary changes may thereby be made necessary in the Registration Statement or Statement, in the ProspectusTime of Sale Disclosure Package, in the Prospectus or in any other documents or documents, as well as any other arrangements, and may be effected. As used herein, the Company agrees promptly to file term “Underwriter” includes any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or person substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting an Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to under this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect8.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock and/or Warrants hereunder on any Closing Date and the aggregate number of shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares and/or Warrants to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares and/or Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares and/or Warrants to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares by other persons are not made within forty-forty eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock or Warrants of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 1011, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement Statements or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement Statements or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 11 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 4(v) and 9 10 and the provisions of Section 7 8 and Sections 11 12 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall ---------------------------- default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Dateunderwritten, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date underwritten and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 1012, (i) the Company shall have the right to postpone such the Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 12 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to for expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and except for the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect6.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or for any reason not permitted hereunder cancel their obligations to purchase shares the First Units hereunder, or shall fail to take up and pay for the number of Stock hereunder on any Closing Date and First Units set forth opposite their respective names in Schedule A hereto upon tender of such First Units in accordance with the terms hereof, then: (a) If the aggregate number of shares First Units which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateFirst Units, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares First Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. In the event the Offering is not consummated for any reason, any portion of the non-accountable expense allowance previously paid to the Underwriter which is not accounted for shall be returned to the Company. (b) If any Underwriter or Underwriters shall so default and the aggregate agreed number of shares First Units with respect to which such default or defaults occur occurs is more than ten percent (10%) % of the total number of shares First Units, the remaining Underwriters shall have the right to take up and pay for (in such proportion as may be purchased by all agreed upon among them) the First Units which the defaulting Underwriter or Underwriters on agreed but failed to purchase. If such remaining Underwriters do not, at the First Closing Date Date, take up and arrangements pay for the First Units which the defaulting Underwriter or Underwriters agreed but failed to purchase, the time for delivery of the First Units shall be extended to the next business day to allow such remaining Underwriters the privilege of substituting within twenty-four hours (including nonbusiness hours) another underwriter or underwriters satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminateMarquee. If no such underwriter or underwriters shall have been substituted as aforesaid, within such twenty-four hour period, the time of delivery of the First Units may, at the option of Marquee, be again extended to the next following business day, if necessary, to allow Marquee the privilege of finding within twenty-four hours (including nonbusiness hours) another underwriter or underwriters to purchase the First Units which the defaulting Underwriter or Underwriters agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part the First Units of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10Section, (i) Marquee or the Company Representative shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) full seven business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company Marquee agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares First Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as at the basis of their the underwriting obligation for all purposes of this Agreement. Nothing herein contained If in the event of a default by one or more Underwriters and the remaining Underwriters shall relieve any not take up and pay for all the First Units agreed to be purchased by the defaulting Underwriter of its liability Underwriters or substitute another underwriter or underwriters as aforesaid, Marquee shall not find or shall not elect to the Company seek another underwriter or the other Underwriters underwriters for damages occasioned by its default hereunder. Any termination of such First Units as aforesaid, then this Agreement pursuant shall terminate. If, following exercise of the option provided in Section 2(b) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to this Section 10 purchase Option Units at the Option Closing Date, or shall be without liability on fail to take up and pay for the part number of any non-Option Units, which they become obligated to purchase at the Option Closing Date upon tender of such Option Units in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Units of the defaulting Underwriter or Underwriters in the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth manner provided in Section 29(b) hereof. If the remaining Underwriters or substituted Underwriters shall not take up and pay for all such Option Units, the obligations with respect Underwriters shall be entitled to expenses to be paid or reimbursed pursuant to Sections 5 and 9 purchase the number of Option Units for which there is no default or, at their election, the option shall terminate, and the provisions exercise thereof shall be of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and no effect.

Substitution of Underwriters. (a) If any Underwriter or Underwriters shall default fail to take up and pay for the principal amount of Securities, and Warrants, if any, agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Securities, and Warrants, if any, in its or their obligations to purchase shares of Stock hereunder on any Closing Date accordance with the terms hereof, and the principal amount of Securities, and Warrants, if any, not purchased does not aggregate number more than 10% of shares the total principal amount of the Securities, and Warrants, if any, set forth in Schedule B hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule B, except as may otherwise be determined by you) the Securities, and Warrants, if any, which such the withdrawing or defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent purchase. (10%b) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default fail to take up and pay for the principal amount of Securities, and Warrants, if any, agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Securities, and Warrants, if any, in accordance with the terms hereof, and the aggregate number principal amount of shares with respect to which such default or defaults occur is Securities, and Warrants, if any, not purchased aggregates more than ten percent (10%) % of the total number principal amount of shares to be purchased by all Underwriters on such Closing Date Securities, and Warrants, if any, set forth in Schedule B hereto, and arrangements satisfactory to the Representatives you and the Company for the purchase of such shares Securities, and Warrants, if any, by other persons are not made within forty-eight (48) 36 hours after such defaultthereafter, this Agreement shall terminate. If In the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock event of a defaulting default by any Underwriter or Underwriters on such Closing Date as provided set forth in this Section 108, (i) the Company shall have the right to postpone such Closing Date shall be postponed for a period of such period, not more than five (5) to exceed seven full business days days, as you shall determine in order that the Company may effect whatever required changes may thereby be made necessary in the Registration Statement or and the Prospectus, Prospectus or in any other documents or arrangementsarrangements may be effected. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(h) and Section 6) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the principal amount of Securities, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessaryWarrants, and (ii) the respective numbers of shares if any, agreed by such Underwriter to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of under this Agreement) be under any liability to the Company (except to the extent provided in Section 6 hereof). Nothing herein contained in this Agreement shall relieve any defaulting Underwriter of its liability liability, if any, to the Company or the other Underwriters and any non-defaulting Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 2122, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Public Units hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Units to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives Representative and the Company for the purchase of such shares Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Public Units of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Units hereunder on any Closing Date and the aggregate number numbers of shares Units which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Dateunderwritten, the other Underwriters Underwriter shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Units which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares Units with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date Units underwritten and arrangements satisfactory to the Representatives Underwriters and the Company for the purchase of such shares Units by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters Underwriter or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Units of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the Closing Date Dates for a period of not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers number of shares Units to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter Underwriters of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to for expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and except for the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect7.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 22 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section Sections 7 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or of the Underwriters shall default in its or for ---------------------------- any reason not permitted hereunder cancel their obligations to purchase shares the Securities hereunder, or shall fail to take up and pay for the number of Stock hereunder on any Closing Date and Securities set forth opposite their respective names in Schedule A hereto upon ---------- tender of such Securities in accordance with the terms hereof, then: (a) If the aggregate number of shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateSecurities, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. purchase. (b) If any Underwriter or Underwriters shall so default and the aggregate agreed number of shares Securities with respect to which such default or defaults occur occurs is more than ten percent (10%) % of the total number of shares Securities, the remaining Underwriters shall have the right to take up and pay for (in such proportion as may be purchased by all agreed upon among them) the Securities which the defaulting Underwriter or Underwriters on agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date Date, take up and arrangements pay for the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase, the time for delivery of the Securities shall be extended to the next business day to allow the several Underwriters the privilege of substituting within twenty-four hours (including non-business hours) another Underwriter or Underwriters satisfactory to the Representatives and Company. If no such Underwriter or Underwriters shall have been substituted as aforesaid, within such twenty-four period, the time of delivery of the Securities may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company for the privilege of finding within twenty-four hours (including non-business hours) another Underwriter or Underwriters to purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminatethe Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If it shall be arranged for the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part the Securities of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10Section, (i) the Company or the Representative shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) full seven business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, ; and (ii) the respective numbers of shares Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as at the basis of their the underwriting obligation for all purposes of this Agreement. Nothing herein contained If in the event of a default by one or more Underwriters and the remaining Underwriters shall relieve any not take up and pay for all the Securities agreed to be purchased by the defaulting Underwriters or substitute another Underwriter of its liability to or Underwriters as aforesaid, and the Company shall not find or the other shall not elect to seek another Underwriter or Underwriters for damages occasioned by its default hereunder. Any termination of such Securities as aforesaid, then this Agreement pursuant shall terminate. If, following exercise of the Option provided in Section 2(b) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to this purchase Option Securities at the Option Closing Date, or shall fail to take up and pay for the number of Option Securities, which they become obligated to purchase at the Option Closing Date upon tender of such Option Securities in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Securities of the defaulting Underwriters in the manner provided in Section 10 9(b) hereof. If the remaining Underwriters or substituted Underwriters shall not take up and pay for all Option Securities, the Underwriters shall be without liability on entitled to purchase the part number of any non-defaulting Underwriter or the CompanyOption Securities for which there is no default or, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2at their election, the obligations with respect to expenses to option shall terminate, the exercise thereof shall be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and no effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in for any reason not permitted hereunder cancel its or their obligations to purchase shares the Firm Securities hereunder, or shall fail to take up and pay for the number of Stock hereunder on any Closing Date and Firm Securities set forth opposite names in Schedule 1 hereto upon tender of such Firm Securities in accordance with the terms hereof, then: (a) If the aggregate number of shares Firm Securities which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) % of the total number of shares to be purchased by all Underwriters on such Closing DateFirm Securities, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Firm Securities which such defaulting Underwriter agreed but failed to purchase. (b) If any Underwriter so defaults and the agreed number of Firm Securities with respect to which such default or defaults occurs is more than 10% of the total number of Firm Securities, the remaining Underwriters shall have the right to take up and pay for the Firm Securities which the defaulting Underwriter agreed but failed to purchase. If such remaining Underwriters do not, at the Firm Closing Date, take up and pay for the Firm Securities which the defaulting Underwriter agreed but failed to purchase, the time for delivery of the Firm Securities shall be extended to the next business day to allow the remaining Underwriters the privilege of substituting within twenty-four hours (including nonbusiness hours) another underwriter or underwriters satisfactory to the Company. If no such underwriter or underwriters shall have been substituted as aforesaid, within such twenty-four hour period, the time of delivery of the Firm Securities may, at the option of the Company, be again extended to the next following business day, if necessary, to allow the Company the privilege of finding within twenty-four hours (including nonbusiness hours) another underwriter or underwriters to purchase the Firm Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters Underwriter or substituted Underwriters are required hereby or agree to take up all or part the Firm Securities of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10section, (i) the Company or the Underwriters shall have the right to postpone such Closing Date the time of delivery for a period of not more than five (5) full seven business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents document or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Firm Securities to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their the underwriting obligation for all purposes of this Agreementagreement. Nothing herein contained If in the event of a default by any Underwriter and the remaining Underwriters shall relieve any defaulting Underwriter of its liability not take up and pay for all the Firm Securities agreed to be purchased by the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter or substitute another underwriter or underwriters as aforesaid, the CompanyCompany shall not find or shall not elect to seek another underwriter or underwriters for such Firm Securities as aforesaid, except that then this Agreement shall terminate. If, following exercise of the representations, warranties, covenants, indemnities, agreements and other statements set forth option provided in Section 22(c) hereof, any Underwriter or Underwriters shall for any reason not permitted hereunder cancel their obligations to purchase Option Shares at the Option Closing Date, or shall fail to take up and pay for the number of Option Shares, which it became obligated to purchase at the Option Closing Date upon tender of such Option Shares in accordance with the terms hereof, then the remaining Underwriters or substituted Underwriters may take up and pay for the Option Shares of the defaulting Underwriters in the manner provided in Section 8(b) hereof. If the remaining Underwriters or substituted Underwriters shall not take up and pay for all such Option Shares, the obligations with respect Underwriters shall be entitled to expenses to purchase the number of Option Shares for which there is no default or, at their election, the option shall terminate, the exercise thereof shall be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and no effect.

Substitution of Underwriters. If any Underwriter or Underwriters shall default fail to take up and pay for the number of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder upon tender of such Firm Shares in its accordance with the terms hereof, and if the aggregate number of Firm Shares which such defaulting Underwriter or their obligations Underwriters so agreed but failed to purchase shares does not exceed 10% of Stock hereunder on the Firm Shares, the remaining Underwriters shall be obligated, severally in proportion to their respective commitments hereunder, to take up and pay for the Firm Shares of such defaulting Underwriter or Underwriters. If any Closing Date Underwriter or Underwriters so defaults and the aggregate number of shares Firm Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (take up and pay for exceeds 10%) % of the total number Firm Shares, the remaining Underwriters shall have the right, but shall not be obligated, to take up and pay for (in such proportions as may be agreed upon among them) the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase. If such remaining Underwriters do not, at the Closing Date, take up and pay for the Firm Shares which the defaulting Underwriter or Underwriters so agreed but failed to purchase, the Closing Date shall be postponed for twenty- four (24) hours to allow the several Underwriters the privilege of shares substituting within twenty-four (24) hours (including non-business hours) another underwriter or underwriters (which may include any nondefaulting Underwriter) satisfactory to be purchased the Company. If no such underwriter or underwriters shall have been substituted as aforesaid by all Underwriters on such postponed Closing Date, the other Underwriters shall Closing Date may, at the option of the Company, be obligated severallypostponed for a further twenty-four (24) hours, in proportion if necessary, to their respective commitments hereunderallow the Company the privilege of finding another underwriter or underwriters, satisfactory to you, to purchase the shares Firm Shares which such the defaulting Underwriter or Underwriters so agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters it shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company arranged for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby underwriter or agree underwriters to take up all or part the Firm Shares of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 1011, (i) the Company shall have the right to postpone such Closing Date the time of delivery for a period of not more than five seven (57) full business days days, in order that the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers number of shares Firm Shares to be purchased by the remaining Underwriters and substituted underwriter or substituted Underwriters underwriters shall be taken as the basis of their underwriting obligation obligation. If the remaining Underwriters shall not take up and pay for all purposes of this Agreement. Nothing herein contained shall relieve any such Firm Shares so agreed to be purchased by the defaulting Underwriter of its liability to or Underwriters or substitute another underwriter or underwriters as aforesaid and the Company shall not find or shall not elect to seek another underwriter or underwriters for such Firm Shares as aforesaid, then this Agreement shall terminate. In the other Underwriters for damages occasioned by its default hereunder. Any event of any termination of this Agreement pursuant to the preceding paragraph of this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 211, the obligations with respect Company shall not be liable to expenses any Underwriter (except as provided in Sections 7 and 9 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement, to purchase the number of Firm Shares agreed by such Underwriter to be paid or reimbursed pursuant purchased hereunder, which Underwriter shall remain liable to the Company and the other Underwriters for damages, if any, resulting from such default) be liable to the Company (except to the extent provided in Sections 5 7 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effecthereof).

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Dateunderwritten, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Datepurchase. If any Underwriter or Underwriters shall so default and the aggregate number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date underwritten and arrangements satisfactory to the Representatives and the Company for the purchase of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company and the Selling Stockholders shall have the right to postpone such the Closing Date Dates for a period of not more than five (5) full business days in order that the Company and the Selling Stockholders may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company Company, the Selling Stockholders or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriter, the Selling Stockholders or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and except the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect.

Substitution of Underwriters. If any Underwriter one or more of the Underwriters participating in an offering of Offered Securities shall default in its or their obligations to purchase shares of Stock hereunder on any fail at the applicable Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Offered Securities which such defaulting Underwriter it or Underwriters agreed but failed they are obligated to purchase on such Closing Date. If any Underwriter or Underwriters hereunder and under the applicable Terms Agreement (the "Defaulted Securities"), you shall so default and have the aggregate number of shares with respect right, within 36 hours thereafter, to which such default or defaults occur is more than ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date and make arrangements satisfactory to the Representatives you and the Company for one or more of the nondefaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such shares by other persons are amounts as may be agreed upon and upon the terms herein set forth; if, however, you have not made completed such arrangements within fortysuch 36-eight hour period, then: (48a) hours after if the number of Defaulted Securities does not exceed 10% of the number of Offered Securities to be purchased pursuant to such defaultTerms Agreement, the nondefaulting Underwriters named in such Terms Agreement shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations bear to the underwriting obligations of all nondefaulting Underwriters, or (b) if the number of Defaulted Securities exceeds 10% of the Offered Securities to be purchased pursuant to such Terms Agreement, the applicable Terms Agreement shall terminate without liability on the part of any nondefaulting Underwriter. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default under this Agreement shall terminateand the applicable Terms Agreement. If In the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part event of any such default that does not result in the termination of the shares of Stock of a defaulting Underwriter applicable Terms Agreement, either you or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such the applicable Closing Date for a period of not more than five (5) full business exceeding seven days in order that the Company may to effect whatever any required changes may thereby be made necessary in the Registration Statement or the Prospectus, Prospectus or in any other documents or arrangements. As used herein, and the Company agrees promptly to file term "Underwriter" includes any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or person substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting an Underwriter of its liability to the Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to under this Section 10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall remain in full force and effect9.

Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock Shares hereunder on the Closing Date or any Option Closing Date and the aggregate number of shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 1011, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 11 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section Sections 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 3, 4, 6(a)(viii), 8, 9, 10 and 9 and the provisions of Section 7 and Sections 11 through 2118, inclusive, shall not terminate and shall remain in full force and effect.