Common use of DEFAULT BY UNDERWRITERS Clause in Contracts

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representatives shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 5(a)(vii) (provided that the Representative is not a defaulting Underwriter) and 8 hereofSection 7 hereof (solely with respect to the Company and the non-defaulting Underwriters). In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, days as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants principal amount of the Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the Company shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such principal amount of the Securities on such terms. If, after giving effect to any arrangements for the purchase of Securities by a defaulting Underwriter by you and the Company provided above, the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Securities to be purchased on the Closing Date, Date the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase. If, or (b) if after giving effect to any arrangements for the purchase of the Securities by a defaulting Underwriter by you and the Company provided above, the aggregate number principal amount of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Securities to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Representative or the Company shall have the right to postpone the Closing Date may be postponed for such period, a period not exceeding seven days, as you, as Representative, may determine days in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 913, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 13 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementthis

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities of Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares and warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares and warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Issuer or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter one or more Underwriters shall fail to purchase and pay for the portion any of the Warrants that Underwriter has Securities agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for on such date (otherwise than by reason in the respective proportions which the number of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms Initial Securities set forth herein, opposite their names in Schedule A hereto bears to the Warrants aggregate principal amount of Initial Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase. If during such 36 hours you; provided, as such Representativehowever, shall not have procured such other Underwriters, or any others, to purchase that in the Warrants agreed to be purchased by event that the aggregate number of Securities which the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect Underwriters agreed but failed to which such default purchase shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect Initial Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right to which such default purchase all, but shall occur exceeds 10% not be under any obligation to purchase any, of the Warrants to be purchased on the Closing DateSecurities, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the and if such non-defaulting Underwriters or do not purchase all of the Company Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereofCompany. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date may shall be postponed for such period, not exceeding seven daysfive Business Days, as you, as Representative, may the Representatives shall determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under Nothing contained in this Section 9 Agreement shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

DEFAULT BY UNDERWRITERS. If on the applicable Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the applicable Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the applicable Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the applicable Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the applicable Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants Securities to be purchased on the applicable Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares and Warrants which they are obligated to purchase hereunder, to purchase the Shares and Warrants which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants Securities to be purchased on the applicable Closing Date, the Selling Security Holder Company or you you, as the Representative of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the applicable Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, of the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Issuer or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the either Selling Security HolderStockholder), you, as Representativethe Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Stockholders such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase does not exceed 10% of the Warrants Shares which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase exceeds 10% of the Warrants to be purchased on the Closing DateCompany's Common Stock covered hereby, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or of the Selling Security Holder Stockholders except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, herein the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Preferred Securities which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the Selling Security HolderOfferors), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Offerors such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Preferred Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Preferred Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Preferred Securities with respect to which such default result shall occur does not exceed 10% of the Warrants Preferred Securities which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants shares which they are obligated to purchase hereunder, to purchase the Warrants Preferred Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Preferred Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePreferred Securities covered hereby, the Selling Security Holder Offerors or you you, as Representatives of the Representative Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Underwriting Agreement, to terminate this Underwriting Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Offerors except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Company or the Representatives may postpone the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Public Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Public Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Public Shares, agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Public Shares, with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DatePublic Shares, covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Public Shares, which they are obligated to purchase hereunder, to purchase the Warrants Public Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Public Shares, with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePublic Shares, covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Units which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representative, the Representative shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Units which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Units agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Units with respect to which such default shall occur does not exceed 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Units which they are obligated to purchase hereunder, to purchase the Warrants Units which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Units with respect to which such default shall occur exceeds 10% of the Warrants Units to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Section 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 912, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Firm Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Firm Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateFirm Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Firm Securities which they are obligated to purchase hereunder, to purchase the Warrants Firm Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Firm Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateFirm Securities covered hereby, the Selling Security Holder Issuer or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and 8 Section 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person person(s) substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion aggregate principal amount of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representativethe Representatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on aggregate principal amount of the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers aggregate principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on aggregate principal amount of the Closing DateSecurities covered hereby, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 7, 8 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Section, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Closing Shares, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Closing Shares, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Closing Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Closing Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Closing Shares, which they are obligated to purchase hereunder, to purchase the Warrants Closing Shares, which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Closing Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if a Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, you as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any othersunderwriters, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, underwriters to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or UnderwritersUnderwriter, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other non-defaulting Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, the Selling Security Holder or you as the Representative case may be, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or UnderwritersUnderwriter, as set forth in this Section 9, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, ; or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Company or the Representatives may postpone the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the Selling Security HolderStockholder), you, as Representativethe Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Company and the Selling Security Holder, in Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase does not exceed 10% of the Warrants Shares which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect Shares that the defaulting Underwriter agreed to which such default shall occur but failed to purchase exceeds 10% of the Warrants to be purchased on the Closing DateCompany's Common Stock covered hereby, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or of the Selling Security Holder Stockholder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Closing Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Closing Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Closing Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Closing Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Closing Shares which they are obligated to purchase hereunder, to purchase the Warrants Closing Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Closing Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus Supplement or in any other documents or arrangements may be effected. The term “"Underwriter” " includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderIssuer), you, as Representativethe Representatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Issuer such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the Selling Security Holder Issuer or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Issuer except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, if any, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Public Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Public Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Public Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Public Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DatePublic Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Public Securities which they are obligated to purchase hereunder, to purchase the Warrants Public Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Public Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePublic Securities covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date or the Option Closing Date, as the case may be, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeon behalf of the several Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other UnderwritersUnderwriter, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the Shares which such defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other UnderwritersUnderwriter, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or UnderwritersUnderwriter, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate or the Option Closing date, as the case may be, the other Underwriters Underwriter shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date or the Option Closing Date, as the Selling Security Holder case may be, the Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters Underwriter, the Selling Stockholders or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9who is obligated to purchase more than 10% of the Shares, the Closing Date or Option Closing Date, as the case may be, may be postponed for such period, not exceeding seven days, as you, as Representative, the Representative may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If If, on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateShares covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the Selling Security HolderStockholder), you, as Representativethe Representatives of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company and the Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DateCompany's common stock covered hereby, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36twenty-four hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of Underwriters, the Company or of the Selling Security Holder Stockholder except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven days, as you, as Representativethe Representatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the a Selling Security HolderShareholder), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Shareholders such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Selling Security Holder Shareholders or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Shareholders except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing a Date of Delivery, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderOperating Partnership), youDeutsche Bank Securities Inc., as RepresentativeRepresentative of the Underwriters, shall use your its reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security HolderCompany and the Operating Partnership, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours youDeutsche Bank Securities Inc., as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing DateDate of Delivery, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants shares of Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing DateDate of Delivery, the Selling Security Holder Company and the Operating Partnership, or you Deutsche Bank Securities Inc. as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Operating Partnership, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date of Delivery may be postponed for such period, not exceeding seven days, as youDeutsche Bank Securities Inc., as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderStockholder), you, as Representativethe other Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Stockholder such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeUnderwriter, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or UnderwritersUnderwriter, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Company, the Selling Security Holder Stockholder or you as the Representative an Underwriter will have the right, by written notice given within the next 36-36- hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Underwriter or of the Selling Security Holder Stockholder or the Company except to the extent provided in Sections 5 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 911, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representativean Underwriter, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Shares which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Shares which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants Shares agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Shares with respect to which such default shall occur does not exceed 10% of the Warrants Shares to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Shares with respect to which such default shall occur exceeds 10% of the Warrants Shares to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 7 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 98, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities, which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities, which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DateSecurities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Securities, which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on Securities the Closing Date, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants principal amount of the Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the Company shall be entitled to a further period of 36 hours within which to procure another party or parties satisfactory to you to purchase such principal amount of the Securities on such terms. If, after giving effect to any arrangements for the purchase of Securities by a defaulting Underwriter by you and the Company provided above, the aggregate number principal amount of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Securities to be purchased on the Closing Date, Date the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amount of Warrants Securities which they are obligated to purchase hereunder, to purchase the Warrants Securities which such defaulting Underwriter or Underwriters failed to purchase. If, or (b) if after giving effect to any arrangements for the purchase of the Securities by a defaulting Underwriter by you and the Company provided above, the aggregate number principal amount of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Securities to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Representative or the Company shall have the right to postpone the Closing Date may be postponed for such period, a period not exceeding seven days, as you, as Representative, may determine days in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants the Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number aggregated principal amount of Warrants the Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative Representatives of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Company, except to the extent provided in Sections 5 6 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement This Agreement may be terminated by the Representative by notice to the Company and the Selling Security Holder (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the business, management, operations or financial condition of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, be so material and adverse as to make it impractical or inadvisable to market the Warrants or enforce contracts for the sale of the Warrants, (iii) suspension of trading in securities generally on the Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on the Exchange, (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) any downgrading in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Exchange Act), or (vi) the suspension of trading of the Common Stock by the Exchange, the Commission, or any other governmental authority; or (b) as provided in Section 6 of this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this AgreementAgreement This Agreement may be terminated by the Representative by notice to the Company and the Selling Security Holder (a) at any time prior to the Closing Date if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the business, management, operations or financial condition of the Company and the Subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, be so material and adverse as to make it impractical or inadvisable to market the Warrants or enforce contracts for the sale of the Warrants, (iii) suspension of trading in securities generally on the Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on the Exchange, (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) any downgrading in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act (as in effect on July 20, 2010)), or (vi) the suspension of trading of the Common Stock by the Exchange, the Commission, or any other governmental authority; or

DEFAULT BY UNDERWRITERS. If on the applicable Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Securities with respect to which such default shall occur does not exceed 10% of the Warrants Securities to be purchased on the applicable Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Shares which they are obligated to purchase hereunder, to purchase the Warrants Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Securities with respect to which such default shall occur exceeds 10% of the Warrants Securities to be purchased on the applicable Closing Date, the Selling Security Holder Company or you you, as the Representative Representatives of the Underwriters, will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 9 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the applicable Closing Date may be postponed for such period, not exceeding seven days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company Bank or the Selling Security Holder), you, as Representative, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in such amounts as may be agreed upon and upon the terms set forth herein, the Warrants the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants they are obligated to purchase hereunder, to purchase the Warrants such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing Date, the Selling Security Holder or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company Bank or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus Offering Circular or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement

DEFAULT BY UNDERWRITERS. If on the Closing Date any Underwriter shall fail to purchase and pay for the portion of the Warrants that Preferred Securities which such Underwriter has agreed to purchase and pay for on such date hereunder (otherwise than by reason of any default on the part of the Company or the Selling Security HolderOfferors), you, as RepresentativeRepresentatives of the Underwriters, shall use your reasonable best efforts to procure within 36 twenty-four (24) hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Offerors such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Preferred Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 twenty-four (24) hours you, as such RepresentativeRepresentatives, shall not have procured such other Underwriters, or any others, to purchase the Warrants Preferred Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Preferred Securities with respect to which such default result shall occur does not exceed 10% of the Warrants Preferred Securities which the Underwriters are obligated to be purchased on the Closing Datepurchase hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers number of Warrants shares which they are obligated to purchase hereunder, to purchase the Warrants Preferred Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Preferred Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePreferred Securities covered hereby, the Selling Security Holder Offerors or you you, as Representatives of the Representative Underwriters will have the right, by written notice given within the next 36twenty-four (24) hour period to the parties to this Underwriting Agreement, to terminate this Underwriting Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder Offerors except to the extent provided in Sections 5 and Section 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 910, the Closing Date time of closing may be postponed for such period, not exceeding to exceed seven (7) days, as you, as RepresentativeRepresentatives, may determine in order that the required changes in the Registration Statement, the General Disclosure Package Statement or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” "Underwriters" includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Underwriting Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion of the Warrants that Public Securities which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, shall use your their reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such amounts as may be agreed upon and upon the terms set forth herein, the Warrants Public Securities which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, the Representative shall not have procured such other Underwriters, or any others, to purchase the Warrants Public Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number of Warrants Public Securities with respect to which such default shall occur does not exceed 10% of the Warrants to be purchased on the Closing DatePublic Securities covered hereby, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Warrants Public Securities which they are obligated to purchase hereunder, to purchase the Warrants Public Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Warrants Public Securities with respect to which such default shall occur exceeds 10% of the Warrants to be purchased on the Closing DatePublic Securities covered hereby, the Selling Security Holder Company or you as the Representative will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, right to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 Article VI hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9Article V, the applicable Closing Date may be postponed for such period, not exceeding seven days, as youthe Representative, as Representativeor if the Representative is the defaulting Underwriter, the non-defaulting Underwriters, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person Person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

DEFAULT BY UNDERWRITERS. If on the Closing Date Date, any Underwriter shall fail to purchase and pay for the portion principal amount of the Warrants that Notes which such Underwriter has agreed to purchase and pay for on such date (otherwise than by reason of any default on the part of the Company or the Selling Security HolderCompany), you, as RepresentativeRepresentative of the Underwriters, shall use your reasonable efforts to procure within 36 hours thereafter one or more of the other Underwriters, or any others, to purchase from the Selling Security Holder, in Company such principal amounts as may be agreed upon upon, and upon the terms set forth herein, the Warrants Notes which the defaulting Underwriter or Underwriters failed to purchase. If during such 36 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the Warrants principal amount of Notes agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur does not exceed 10% of the Warrants aggregate principal amount of the Notes to be purchased on the Closing Date, the other Underwriters shall be obligated, severally, in proportion to the respective numbers principal amounts of Warrants Notes which they are obligated to purchase hereunder, to purchase the Warrants Notes which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number principal amount of Warrants Notes with respect to which such default shall occur exceeds 10% of the Warrants aggregate principal amount of Notes to be purchased on the Closing Date, the Selling Security Holder Company or you as the Representative of the Underwriters will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters or of the Company or of the Selling Security Holder except to the extent provided in Sections 5 and 8 hereof. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 9, the Closing Date Date, may be postponed for such period, not exceeding seven days, as you, as Representative, may determine in order that the required changes in the Registration Statement, the General Disclosure Package or in the Prospectus or in any other documents or arrangements may be effected. The term “Underwriter” includes any person substituted for a defaulting Underwriter. Any action taken under this Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.