Common use of Underwriters Clause in Contracts

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Partnership to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Partnership, except the expenses to be borne by the Partnership and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriters. (a) If The managing underwriter or underwriters for any Underwriter shall default in its obligation offering of Registrable Securities to purchase the Units which it has agreed be registered pursuant to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership Section 2 shall be entitled selected by the Series 1 Holders holding a majority of the Registrable Securities being so registered and shall be reasonably acceptable to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such UnitsCompany. (b) IfIf requested by the underwriters for any underwritten registration pursuant to Section 2, after giving Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in form and substance to Company, the Series 1 Holders participating in such registration and the underwriters and to contain such representations and warranties by Company and such other terms as are customarily contained in agreements of that type, including without limitation, covenants to keep the Registration Statement current, indemnities and contribution to the effect and to any arrangements for the purchase extent provided in Section 6 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 4(e) hereof. The Holders shall cooperate with Company in the negotiation of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters underwriting agreement and the Partnership as provided in subsection (a) above, the aggregate number of shall be parties to such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units 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 defaultunderwriting agreement. (c) IfIn connection with each registration pursuant to Section 3, after giving effect if Company or the Series 1 Holders, as the case may be, propose to distribute any arrangements of their securities through one or more underwriters, Company or the Series 1 Holders, as the case may be, shall, subject to the second paragraph of Section 3, arrange for such underwriters to include all the Registrable Securities proposed to be offered and sold by the Series 2 Holders with the other securities of the Company or the Series 1 Holders to be distributed by such underwriters. The Series 2 Holders shall be parties to the underwriting agreement between the Company or the Series 1 Holders and such underwriters; provided, however, that the Series 2 Holders may designate a minimum offering price and maximum underwriting or selling discounts and commissions at which they have agreed to sell their Registrable Securities. (d) In each underwriting agreement referred to in Section 8(b) or 8(c) hereof, the Series 2 Holders, at their option, may require that any or all of the representations and warranties by, and the other agreements on the part of, Company or the Series 1 Holders, as the case may be, to and for the purchase benefit of such underwriters shall also be made to and for the benefit of the Units Series 2 Holders, and that any or all of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and conditions precedent to the Partnership as provided in subsection (a) above, the aggregate number obligations of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units underwriters under such underwriting agreement shall be conditions precedent to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters Series 2 Holders. The Series 2 Holders shall not be required to purchase and of make any representations or warranties to or agreements with Company, the Partnership to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter Series 1 Holders or the Partnershipunderwriters other than representations, except warranties or agreements regarding the expenses Series 2 Holders, their Registrable Securities and their intended method or methods or distribution and any other representation required by law, or to be borne by the Partnership and the Underwriters as provided in Sections 7 and 12 hereof and furnish any indemnity or contribution to any Person which is broader than the indemnity and contribution agreements furnished by the Series 2 Holders in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default6.

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters you may in their your discretion arrange for you or another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter the non-defaulting Underwriters you do not arrange for the purchase of such Units, then the Partnership Company shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters you to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters you notify the Partnership Company that the non-defaulting Underwriters you have so arranged for the purchase of such Units, or the Partnership Company notifies the non-defaulting Underwriters you that it has so arranged for the purchase of such Units, the non-defaulting Underwriters you or the Partnership Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership Company as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-one eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership Company shall have the right to require each non-non defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-non defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership Company as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-one eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership Company shall not exercise the right described in subsection (b) above to require non-non defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Partnership Company to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the PartnershipCompany, except for the expenses to be borne by the Partnership Company and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters you may in their your discretion arrange for you or another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter the non-defaulting Underwriters you do not arrange for the purchase of such Units, then the Partnership shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters you to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters you notify the Partnership that the non-defaulting Underwriters you have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters you that it has so arranged for the purchase of such Units, the non-defaulting Underwriters you or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership as provided in subsection (aSection 10(a) above, the aggregate number of such Units which remains unpurchased does not exceed one-one eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-non defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-non defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership as provided in subsection (ain Section 10(a) above, the aggregate number of such Units which remains unpurchased exceeds one-one eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (bSection 10(b) above to require non-non defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Partnership to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Partnership, except for the expenses to be borne by the Partnership and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriters. If the Initiating Holders intend to distribute ------------ the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1 and the Company shall include such information in the written notice referred to in Section 2.2(i) hereof. The right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (aunless otherwise mutually agreed by the Initiating Holders and such Holder) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained extent provided herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or request inclusion in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted registration pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase 2 of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability securities being sold for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Deliveryown account, or if Other Shareholders shall request inclusion in any registration pursuant hereto, then, subject to the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units last sentence of a defaulting Underwriter or Underwriters, then this Agreement (or, Section 2.3 with respect to the Second Time of DeliveryCompany's request, the obligations Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the Underwriters further applicable provisions of this Agreement. The Company shall (together with all Holders and Other Shareholders proposing to purchase distribute their securities through such underwriting) enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Initiating Holders, with the representative of the Partnership underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to sell the Optional UnitsInitiating Holders; provided, however, that if the Company has not selected an underwriter reasonably acceptable to the Initiating Holders within thirty (30) shall thereupon terminatedays after the Company's receipt of the request for registration from the Initiating Holders, without liability on then the part Initiating Holders may select an underwriter reasonably acceptable to the Company in connection with such registration. Notwithstanding any other provision of any non-defaulting Underwriter or this Section 2, if the Partnership, except underwriter representative advises the expenses Initiating Holders in writing that marketing factors require a limitation of the number of shares to be borne underwritten, the securities of the Company held by Other Shareholders shall first be excluded from such registration to the extent so required by such limitation, and, to the extent additional shares need to be excluded in order to conform to such limitation, the securities requested by the Partnership Company to be included, if any, shall next be excluded, and, finally, to the extent additional shares need to be excluded, Registrable Securities requested to be included shall be excluded from such registration to the extent so required, reduced on a pro rata basis in proportion to the number of shares of Registrable Securities owned by them. The Company shall advise all holders of securities requesting registration as to the number of shares of securities that may be included in the registration and underwriting as allocated in the foregoing manner. If any Other Shareholder or Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein Initiating Holders. The securities so withdrawn shall relieve a defaulting Underwriter also be withdrawn from liability registration. The Company may include its securities for its defaultown account in such underwritten registration if the underwriter so agrees and if the number of Registrable Securities and other securities of the Holders that would otherwise have been included in such registration and underwriting will not be limited thereby.

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters you may in their your discretion arrange for you or another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-thirty six hours after such default by any Underwriter the non-defaulting Underwriters you do not arrange for the purchase of such Units, then the Partnership shall be entitled to a further period of thirty-thirty six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters you to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters you notify the Partnership that the non-defaulting Underwriters you have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters you that it has so arranged for the purchase of such Units, the non-defaulting Underwriters you or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership as provided in subsection (aSection 10(a) above, the aggregate number of such Units which remains unpurchased does not exceed one-one eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-non defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-non defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership as provided in subsection (aSection 10(a) above, the aggregate number of such Units which remains unpurchased exceeds one-one eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (bSection 10(b) above to require non-non defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Partnership to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Partnership, except for the expenses to be borne by the Partnership and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-six thirty‑six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership shall be entitled to a further period of thirty-six thirty‑six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh one‑eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting non‑defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting non‑defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh one‑eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting non‑defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Partnership to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Partnership, except the expenses to be borne by the Partnership and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriters. (a) If any Underwriter Such notice shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, set forth the aggregate number of Additional Shares as to which the option is being exercised and the date and time, as reasonably determined by Ladenburg on behalf of the Underwriters, when the Additional Shares are to be delivered (such Units date and time being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date or, if thereafter, earlier than the third full business day after the date on which remains unpurchased does not exceed one-eleventh the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full business days prior to the Additional Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Additional Closing Date. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of all the Units to be Additional Shares being purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase as the number of Units which Firm Shares set forth opposite the name of such Underwriter agreed to purchase hereunder at in Schedule I hereto (or such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership increased as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Partnership to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Partnership, except the expenses to be borne by the Partnership and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements set forth in Section 9 hereof; but nothing herein ) bears to [# OF FIRM SHARES] subject, however, to such adjustments to eliminate any fractional shares as Ladenburg on behalf of the Underwriters in its sole discretion shall relieve a defaulting Underwriter from liability make. Delivery of the Additional Shares to the Underwriters shall be made, against payment of the purchase price therefor, at the offices of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable. Such delivery and payment shall be made at 10:00 am, New York City time, on the Additional Closing Date or at such other time as shall be agreed upon by the Underwriters and the Company. On the Additional Closing Date, one or more Additional Shares in definitive global form, registered in the name of Cede & Co., as nominee of DTC, having an aggregate amount corresponding to the aggregate principal amount of the Shares sold to the Underwriters (the "Additional Global Shares") shall be delivered by the Company to Ladenburg, as agent for its defaultthe Underwriters, against payment by the Underwriters of the purchase price therefor, by wire transfer, in same-day funds to an account designated by the Company, provided that the Company shall give at least two business days' prior written notice to Ladenburg of the information required to effect such wire transfer. The Additional Global Shares shall be made available to Ladenburg for inspection not later than 9:30 a.m. on the business day immediately preceding the Additional Closing Date.

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party 18.1 All steps or other parties satisfactory actions which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters relating to the Partnership termination contemplated by Section 13 and any matter relating to purchase such Units on the terms contained herein. If within thirty-six hours after such default indemnification or contribution contemplated by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such UnitsSection 14, then the Partnership shall be entitled to a further period taken by the Lead Underwriters, on behalf of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangementsUnderwriters, and the Partnership agrees to file promptly execution of this Agreement by the Underwriters shall constitute the Company’s authority for dealing solely with, and accepting notification of any amendments or supplements such steps from, the Lead Underwriters, and for delivering the documents contemplated hereunder and the Offered Shares to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such UnitsLead Underwriters. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect 18.2 Subject to the Second Time of Deliveryterms and conditions hereof, the obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For certainty, the obligation of the Underwriters to purchase the Units or Option Units at the Closing Time or the Option Closing Time, as applicable, shall be several (and not joint nor joint and several), and the Underwriters' respective obligations and rights and benefits hereunder shall be as to the following percentages: Canaccord Genuity Corp. 70% ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Canada Inc. 20% Cormark Securities Inc. 10% 18.3 If an Underwriter (a "Refusing Underwriter") shall not complete the purchase of the Partnership Units (or the Option Units, if the Over-Allotment Option is exercised) which such Underwriter has agreed to sell purchase hereunder (other than in accordance with Section 13) (the Optional "Default Securities") for any reason whatsoever at the Closing Time or the Option Closing Time, as the case may be, and (i) the number of Default Securities does not exceed 10% of the number of the Units or the Option Units, as applicable, to be purchased hereunder on such date, the other non-Refusing Underwriters (the “Continuing Underwriters”) shall thereupon terminatebe obligated, without liability on each severally, and not jointly, not jointly and severally, to purchase the part of any non-defaulting Underwriter Units or the PartnershipOption Units, except as applicable, which the expenses Refusing Underwriter fails to be borne by purchase, in the Partnership and proportions that their respective underwriting obligations hereunder bear to the Underwriters as provided in Sections 7 and 12 hereof and underwriting obligations of the indemnity and contribution agreements in Section 9 hereofContinuing Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.or

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters you may in their your discretion arrange for you or another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters you do not arrange for the purchase of such Units, then the Partnership shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters you to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters you notify the Partnership that the non-defaulting Underwriters you have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters you that it has so arranged for the purchase of such Units, the non-defaulting Underwriters you or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their your opinion may thereby be made necessary. The term “"Underwriter” " as used in this Agreement shall include any person substituted pursuant to and in accordance with under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters you and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Partnership to sell the Optional Units) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Partnership, except for the expenses to be borne by the Partnership and the Underwriters as provided in Sections 7 and 12 Section 6 hereof and the indemnity and contribution agreements in Section 9 8 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Underwriters. If the Initiating Holders intend to distribute the ------------ Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1 and the Company shall include such information in the written notice referred to in Section 2.2(a) hereof. The right of any Holder to registration pursuant to this Section 2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (aunless otherwise mutually agreed by the Initiating Holders and such Holder) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party or other parties satisfactory to the Partnership to purchase such Units on the terms contained extent provided herein. If within thirty-six hours after such default by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such Units, then the Partnership Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or request inclusion in any other documents or arrangements, and the Partnership agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted registration pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Units. (b) If, after giving effect to any arrangements for the purchase 2 of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability securities being sold for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Deliveryown account, or if Other Stockholders shall request inclusion in any registration pursuant hereto, then, subject to the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units last sentence of a defaulting Underwriter or Underwriters, then this Agreement (or, Section 2.3 with respect to the Second Time of DeliveryCompany's request, the obligations Initiating Holders shall, on behalf of all Holders, offer to include such securities in the underwriting and may condition such offer on their acceptance of the Underwriters further applicable provisions of this Agreement. The Company shall (together with all Holders and Other Stockholders proposing to purchase distribute their securities through such underwriting) enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Initiating Holders, with the representative of the Partnership underwriter or underwriters selected for such underwriting by the Company and reasonably acceptable to sell the Optional UnitsInitiating Holders; provided, however, that if the Company has not selected an underwriter reasonably acceptable to the Initiating Holders within thirty (30) shall thereupon terminatedays after the Company's receipt of the request for registration from the Initiating Holders, without liability on then the part Initiating Holders may select an underwriter reasonably acceptable to the Company in connection with such registration. Notwithstanding any other provision of any non-defaulting Underwriter or this Section 2, if the Partnership, except underwriter representative advises the expenses Initiating Holders in writing that marketing factors require a limitation of the number of shares to be borne underwritten, the securities of the Company held by Other Stockholders shall first be excluded from such registration to the extent so required by such limitation, and, to the extent additional shares need to be excluded in order to conform to such limitation, the securities requested by the Partnership Company to be included, if any, shall next be excluded, and, finally, to the extent additional shares need to be excluded, Registrable Securities requested to be included shall be excluded from such registration to the extent so required, reduced on a pro rata basis in proportion to the number of shares of Registrable Securities owned by them. The Company shall advise all holders of securities requesting registration as to the number of shares of securities that may be included in the registration and underwriting as allocated in the foregoing manner. If any Other Stockholder or Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein Initiating Holders. The securities so withdrawn shall relieve a defaulting Underwriter also be withdrawn from liability registration. The Company may include its securities for its defaultown account in such underwritten registration if the underwriter so agrees and if the number of Registrable Securities and other securities of the Holders that would otherwise have been included in such registration and underwriting will not be limited thereby. If all of the shares requested to be included by the Holders in such underwritten offering have not been included, than Holder shall not be deemed to have exercised its demand registration rights.

Underwriters. (a) If any Underwriter shall default in its obligation to purchase the Units which it has agreed to purchase hereunder at a Time of Delivery, then the non-defaulting Underwriters may in their discretion arrange for another party 18.1 All steps or other parties satisfactory actions which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters relating to the Partnership termination contemplated by Section 13 and any matter relating to purchase such Units on the terms contained herein. If within thirty-six hours after such default indemnification or contribution contemplated by any Underwriter the non-defaulting Underwriters do not arrange for the purchase of such UnitsSection 14, then the Partnership shall be entitled to a further period taken by the Lead Underwriters, on behalf of thirty-six hours within which to procure another party or other parties satisfactory to the non-defaulting Underwriters to purchase such Units on such terms. In the event that, within the respective prescribed periods, the non-defaulting Underwriters notify the Partnership that the non-defaulting Underwriters have so arranged for the purchase of such Units, or the Partnership notifies the non-defaulting Underwriters that it has so arranged for the purchase of such Units, the non-defaulting Underwriters or the Partnership shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangementsUnderwriters, and the Partnership agrees to file promptly execution of this Agreement by the Underwriters shall constitute the Company’s authority for dealing solely with, and accepting notification of any amendments or supplements such steps from, the Lead Underwriters, and for delivering the documents contemplated hereunder and the Offered Shares to the Registration Statement or the Prospectus which in their opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted pursuant to and in accordance with this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such UnitsLead Underwriters. (b) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, then the Partnership shall have the right to require each non-defaulting Underwriter to purchase the number of Units which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Units which such Underwriter agreed to purchase hereunder) of the Units of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Units of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Partnership as provided in subsection (a) above, the aggregate number of such Units which remains unpurchased exceeds one-eleventh of the aggregate number of all the Units to be purchased at such Time of Delivery, or if the Partnership shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Units of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect 18.2 Subject to the Second Time of Deliveryterms and conditions hereof, the obligations of the Underwriters under this Agreement shall be several in all respects and not joint or joint and several. For certainty, the obligation of the Underwriters to purchase the Offered Shares at the Closing Time or the Option Closing Time, as applicable, shall be several (and not joint nor joint and several), and the Underwriters’ respective obligations and rights and benefits hereunder shall be as to the following percentages: Echelon Wealth Partners Inc. 35% Beacon Securities Limited 35% Canaccord Genuity Corp. 10% Mackie Research Capital Corp. 10% Leede ▇▇▇▇▇ ▇▇▇▇▇ Inc. 5% PI Financial Corp. 5% 18.3 If an Underwriter (a “Refusing Underwriter”) shall not complete the purchase of the Partnership Shares (or the Option Shares, if the Over-Allotment Option is exercised) which such Underwriter has agreed to sell purchase hereunder (the Optional Units“Default Securities”) for any reason whatsoever at the Closing Time or the Option Closing Time, as the case may be, and (i) if the number of Default Securities does not exceed 10% of the number of the Shares or the Option Shares, as applicable, to be purchased hereunder on such date, the other non-Refusing Underwriters (the “Continuing Underwriters”) shall thereupon terminatebe obligated, without liability on each severally, and not jointly, nor jointly and severally, to purchase the part of any non-defaulting Underwriter Shares or the PartnershipOption Shares, except as applicable, which the expenses Refusing Underwriter fails to be borne by purchase, in the Partnership and proportions that their respective underwriting obligations hereunder bear to the Underwriters as provided in Sections 7 and 12 hereof and the indemnity and contribution agreements in Section 9 hereofunderwriting obligation of all Continuing Underwriters; but nothing herein shall relieve a defaulting Underwriter from liability for its default.or