Common use of Substitution of Underwriters Clause in Contracts

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that Units which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm SharesUnits, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that Units which they have respectively agreed to purchase pursuant to Section 1 hereof bears to the aggregate number of Firm Shares Units which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Underwriters may specify; provided that in no event shall the maximum number of Firm Shares that Units which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares Units agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Units and the aggregate number of Firm Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Units and arrangements satisfactory to the Company and the Underwriters for the purchase of such Firm Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company (except as provided in Section 4(o) hereof) for the purchase or sale of any Units under this Agreement. In any such case either the Representative Underwriters, on the one hand, or the Company Company, on the other, shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If If, on the Closing Date, any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, each non-defaulting Underwriter will be required to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters shall fail or refuse will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to you who so agree, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not jointly, elect to purchase the Firm Shares Notes that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale expenses to be borne by the Company and the Underwriters as provided in Section 4(e) hereof and the indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement. Any action taken , the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 8. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default liability it may have for damages caused by its default. If the non-defaulting Underwriters or the other underwriters satisfactory to you are obligated or agree to purchase the Notes of such Underwriter under this Agreementa defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order to effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which in the opinion of the Representatives may thereby be made necessary.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Shares agreed to be purchased hereunder on such Closing Date, the Representative shall have the right, within thirty-six (36) hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Shares on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Underwriters to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Shares which remains unpurchased on such Closing Date does not exceed ten percent (10%) of the aggregate number of all the Shares that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Shares of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the applicable Closing Date, but in no event Date for longer a period of not more than seven days, days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Shares of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm such Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remains unpurchased exceeds one-tenth ten percent (10%) of the aggregate number of all the Shares to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the Firm Shares Closing Date, the obligations of the Underwriters to purchase and arrangements satisfactory of the Company, as the case may be, to sell the Representative Option Shares to be purchased and the Company for the purchase of sold on such Firm Shares are not made within 48 hours after such defaultdate, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(b), 5, 6 and 7. Any action taken pursuant to The provisions of this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the nondefaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 8 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceeds 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to the Representatives who so agree, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not jointly, elect to purchase the Firm Shares Notes that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 7 of this Agreement. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which, in the opinion of the Representatives, may thereby be made necessary. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which as the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares which that all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Company and the Company Representative for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement. In any such case either the Representative or the Company shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to the Representatives who so agree, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not jointly, elect to purchase the Firm Shares Notes that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 7 of this Agreement. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representatives, may thereby be made necessary. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on the Closing Date the Securities agreed to be purchased hereunder on the Closing Date, the Representative shall have the right, within thirty-six (36) hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on the Closing Date does not exceed one-eleventh (1/11) of the aggregate number of all the Securities that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Securities of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event Date for longer a period of not more than seven days, (7) days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Securities of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm Shares such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remains unpurchased exceeds one-tenth 10% of the aggregate number of all the Firm Shares and arrangements satisfactory Securities to the Representative and the Company for the purchase of be purchased at such Firm Shares are not made within 48 hours after such defaultdate, then this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(b), 5, 6 and 7. Any action taken pursuant to The provisions of this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the nondefaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 8 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 2 hereof bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, purchase or in such other proportions as the Representative you may specify; , provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 2 hereof be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares Shares, without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than five business days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to under this Section 10 paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 hereof bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Company and the Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company (except as provided in Section 4(l) hereof) for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven five business days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or and the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail default in its or refuse their obligations to purchase Units, Shares and/or Warrants hereunder on the Closing Date or any Firm Shares that it or they agreed to purchase hereunder Option Closing Date and the aggregate number of Firm Units, Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth does not exceed ten percent (10%) of the total number of Units, Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Units, Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of Units, Shares and/or Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the Firm total number of Units, Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representative remaining Underwriters and the Company for the purchase of such Firm Shares shares by other persons are not made within 48 forty-eight (48) hours after such default, this Agreement will terminate shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the Units, Shares and/or Warrants of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order to permit the Company to effect whatever changes in the Registration Statement, the Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly file any amendments to the Registration Statement or the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Units, Shares and/or Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or any other Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-non defaulting Underwriter Underwriters or the Company for Company, except that the purchase representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2 and 3, the obligations with respect to expenses to be paid or sale of any Shares under this Agreement. Any action taken reimbursed pursuant to this Section 10 5 and the provisions of Section 7 and Sections 11 through 18, inclusive, shall not relieve any defaulting Underwriter from liability terminate and shall remain in respect of any default of such Underwriter under this Agreementfull force and effect.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse at the First Delivery Date to purchase any of the Firm Shares that which it or they have has agreed to purchase hereunder, and the aggregate number principal amount of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number principal amount of Firm Shares, the other Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 2 hereof bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have Underwriter has so agreed to purchase, or in such other proportions as the Representative such non-defaulting Underwriter may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 2 hereof be increased pursuant to this Section 10 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter shall fail or refuse at the First Delivery Date to purchase any Shares and the aggregate number of Shares which such defaulting Underwriter agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Shares and arrangements satisfactory to the non-defaulting Underwriter and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Underwriters or the Company shall have the right to postpone the Closing First Delivery Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Company and the Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse (otherwise than pursuant to Section 7 or for a reason sufficient to justify the termination of this Agreement under the provisions of Section 12 hereof) to purchase any and pay for the number of Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Shares in accordance with the terms hereof, and the number of such Shares shall not exceed 10% of the Firm Shares, then each of the non-defaulting Underwriters shall purchase and pay for (in addition to the number of such Shares that which it or they have has severally agreed to purchase hereunder, and ) that proportion of the aggregate number of Firm Shares that such which the defaulting Underwriter or Underwriters agreed but shall have so failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 be purchased by such non-defaulting Underwriter bears to the aggregate number of Firm Shares which so agreed to be purchased by all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such UnderwriterUnderwriters. In any such case either the Representative or the Company case, you shall have the right to postpone each Closing Date specified in Sections 3 and 9 hereof to a date not exceeding seven full business days after the date originally fixed as such Closing Date, but in no event for longer than seven days, Date pursuant to said Sections 3 and 9 in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Final Prospectus or in any other documents or arrangements arrangement may be effectedmade. If any Underwriter one or more of the Underwriters shall fail or refuse (otherwise than pursuant to Section 7 or for a reason sufficient to justify the termination of this Agreement under the provisions of Section 12 hereof) to purchase any Firm and pay for the number of Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which be purchased by such defaulting Underwriter or Underwriters agreed but failed or refused upon tender to purchase exceeds one-tenth you of such Shares in accordance with the terms hereof and the number of such Shares shall exceed 10% of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made total Shares, then (unless within 48 hours after such default, default arrangements to your satisfaction shall have been made for the purchase of the defaulted Shares by an Underwriter or Underwriters) this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the Company for or the purchase or sale of any Shares under Selling Shareholders except as otherwise provided in this Agreement. Any As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this paragraph. Nothing in this Section 13, and no action taken pursuant to this Section 10 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the part of the Company), you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the Underwriters shall fail other Underwriters, or refuse any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the shares of Stock which the defaulting Underwriter or Underwriters failed to purchase. If during such 48 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the shares of the Firm Shares that it or they have Stock agreed to purchase hereunderbe purchased by the defaulting Underwriter or Underwriters, and then (a) if the aggregate number of Firm Shares that shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed ten percent (10%) of the aggregate total number of Firm Sharesshares underwritten, the other Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the Firm Shares that shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to or (b) if the aggregate number of Firm Shares shares of Stock with respect to which all such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within the next 48-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters have so agreed or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to purchase, take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or 12, (i) the Company shall have the right to postpone the Closing Date, but in no event Dates for longer a period of not more than seven days, five (5) full business days in order that the required changes, if any, Company may effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the purchase Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company Company, except for expenses to be paid or reimbursed pursuant to Section 5 and except for the purchase or sale provisions of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement6.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives, the Company and the Company Committee for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company or any Selling Stockholder for the purchase or sale of any Shares under this Agreement. In any such case either the Representatives or the Company and the Committee shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 11 hereof) to purchase and pay for (a) in the case of the Closing Date, the number of Firm Shares agreed to be purchased by such Underwriter or Underwriters upon tender to the Representatives such Firm Shares in accordance with the terms hereof or (b) in the case of any Option Closing Date, the number of Optional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to the Representatives of such Optional Shares in accordance with the terms hereof, and the number of such Shares shall not exceed ten percent (10%) of the Firm Shares that or Optional Shares required to be purchased on the Closing Date or such Option Closing Date, as the case may be, then, each of the non-defaulting Underwriters shall purchase and pay for (in addition to the number of such Shares which it or they have has severally agreed to purchase hereunder, and ) its proportionate share (based on the aggregate number monetary obligations of the several Underwriters hereunder on account of the purchase of Firm Shares, excluding the Firm Shares that such allocable to the defaulting Underwriter or Underwriters) which the defaulting Underwriter or Underwriters agreed but shall have so failed or refused to purchase is not more than one-tenth on such Closing Date or Option Closing Date, as the case may be. In such case, the Representatives, on behalf of the aggregate number of Firm SharesUnderwriters, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or the Option Closing Date, but in no event for longer than as the case may be, to a date not exceeding seven days(7) full business days after the date originally fixed as such Closing Date or the Option Closing Date, as the case may be, pursuant to the terms hereof in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effectedmade. If any Underwriter one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 11 hereof) to purchase any Firm Shares that it or they agreed to purchase hereunder and pay for (a) in the aggregate case of the Closing Date, the number of Firm Shares which agreed to be purchased by such defaulting Underwriter or Underwriters agreed but failed upon tender to you of such Firm Shares in accordance with the terms hereof or refused to purchase exceeds one-tenth (b) in the case of the aggregate Option Closing Date, the number of Optional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Optional Shares in accordance with the terms hereof, and the number of such Shares shall exceed ten percent (10%) of the Firm Shares and or Optional Shares required to be purchased by all the Underwriters on the Closing Date or the Option Closing Date, as the case may be, then (unless within forty-eight (48) hours after such default arrangements satisfactory to the Representative and the Company your satisfaction shall have been made for the purchase of such Firm the defaulted Shares are not made within 48 hours after such defaultby an Underwriter or Underwriters) and subject to the provisions of Section 11(b) hereof, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the Company except as otherwise provided in Sections 7 and 9 hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for the purchase or sale of any Shares an Underwriter under this Agreementparagraph. Any Nothing in this Section 12, and no action taken pursuant to this Section 10 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that Units which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm SharesUnits, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that Units which they have respectively agreed to purchase pursuant to Section 1 hereof bears to the aggregate number of Firm Shares Units which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that Units which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares Units agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Units and the aggregate number of Firm Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Units and arrangements satisfactory to the Company and the Representatives for the purchase of such Firm Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company (except as provided in Section 4(l) hereof) for the purchase or sale of any Units under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 hereof bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Company and the Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall fail to take up and pay for the number of Shares to be purchased by such Underwriter or Underwriters hereunder upon tender of such Shares in accordance with the terms hereof, and if the aggregate number of Shares which such defaulting Underwriter or Underwriters so agreed but failed to purchase does not exceed 10% of the Shares, the remaining Underwriters shall be obligated severally in proportion to their respective commitments hereunder to take up and pay for the Shares of such defaulting Underwriter or Underwriters. If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement) to purchase on any Closing Date the aggregate number of the Firm Shares that it or they have agreed to purchase hereunder, be purchased by such Underwriter or Underwriters and the aggregate number of Firm Shares that agreed to be purchased by such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth shall exceed 10% of the aggregate number of Firm SharesShares to be sold on any Closing Date hereunder by the Company to the Underwriters, then the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven dayspurchase or procure one or more other underwriters to purchase, in order that such proportions as they may agree upon and upon the required changesterms herein set forth, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed to purchase, and this Agreement shall be carried out accordingly. If such other Underwriters do not exercise such right within thirty-six hours after receiving notice of any such default, which notice the Representatives shall have also promptly delivered to the Company, then the Company shall have the right, but failed not the obligation, to procure another party or refused parties reasonably satisfactory to the Representatives to purchase exceeds oneor agree to purchase such Shares on the terms herein set forth. If the Company is unable to procure another such party, the Company shall have the right, but not the obligation, to notify the Representatives that the non-tenth defaulting Underwriters are, by the giving of such notice, released from their obligations to purchase such number of Shares being sold hereunder by the Company as are indicated in such notice as, when subtracted from the total number of Shares originally agreed to be purchased by all of the Underwriters hereunder, shall leave a reduced number of Shares to be purchased by the non-defaulting Underwriters not in excess of 110% of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.originally

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase any of and pay for the Firm Shares that Bonds which it or they have agreed to purchase hereunder, and then (a) if the aggregate number principal amount of Firm Shares that such the Bonds which the defaulting Underwriter or Underwriters so agreed but failed or refused to purchase is shall not more than one-tenth of the aggregate number of Firm Sharesexceed $10,000,000, the other nondefaulting Underwriters of shall be obligated, severally and not jointly, obligated to purchase the Firm Shares that such Bonds from the Company, in proportion to their respective obligations hereunder and upon the terms herein set forth, or (b) if the aggregate principal amount of the Bonds which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively so agreed to purchase pursuant to Section 1 bears to shall exceed $10,000,000, either you, as Representatives of the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchaseUnderwriters, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right at any time prior to postpone 9:30 A.M., New York City time, on the next business day after the Closing DateDate to procure one or more of the other Underwriters, but or any others, to purchase such Bonds from the Company, in no such amounts as may be agreed upon and upon the terms herein set forth. If within such specified time neither you, as such representative, nor the Company shall have procured such other Underwriters or any others to purchase the Bonds agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement shall terminate without liability on the part of any nondefaulting Underwriter or of the Company. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 11, the Closing Date may be postponed for longer than such period, not exceeding seven days, as you, as such representative, shall determine in order that the any required changes, if any, changes in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to or termination of this Agreement under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 2 hereof bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, purchase or in such other proportions as the Representative you may specify; , provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 2 hereof be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares Shares, without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative you and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either you or the Company shall have the right to postpone the Closing Date, but in no event for longer than five business days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to under this Section 10 paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares ADSs that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares ADSs that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm SharesADSs, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares ADSs that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares ADSs that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares ADSs which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares ADSs that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares ADSs without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effectedaffected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares ADSs that it or they agreed to purchase hereunder and the aggregate number of Firm Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares ADSs and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares ADSs are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares ADSs under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 11 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company Selling Stockholders for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to the Representatives who so agree, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not jointly, elect to purchase the Firm Shares Notes that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 7 of this Agreement. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representatives, may thereby be made necessary. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If for any reason one or more of the Underwriters shall fail fails or refuse refuses (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 5 or Section 9 of this Agreement) to purchase any of and pay for the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that agreed to be purchased by such Underwriter or Underwriters, the Company shall immediately give notice thereof to the Representatives and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters agreed but failed and upon the terms set forth herein, all or refused to purchase is not more than one-tenth any part of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If the non-defaulting Underwriters fail to make such arrangements with respect to all such Shares, in the proportions which the number of Firm Shares that they have respectively each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares that the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares that the defaulting Underwriter or Underwriters agreed to purchase pursuant to Section 1 bears to if the aggregate number of Firm such Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as exceeds 10% of the Representative may specify; provided that in no event shall the maximum total number of Firm Shares that any Underwriter has become obligated all Underwriters agreed to purchase pursuant to Section 1 be increased pursuant to under this Section 10 by more than one-ninth of such Agreement. If the total number of Firm Shares without that the prior written consent defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the first 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for purchase of such UnderwriterShares on the terms set forth in this Agreement. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but Date determined as provided in no event Section 2(c) of this Agreement for longer not more than seven days, business days after the date originally fixed as the Closing Date pursuant to said Section 2(c) in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementmade.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Shares agreed to be purchased hereunder on such Closing Date, the Representative shall have the right, within thirty-six (36) hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Shares on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Shares which remains unpurchased on such Closing Date does not exceed one-eleventh (1/11) of the aggregate number of all the Shares that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Shares of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the applicable Closing Date, but in no event Date for longer a period of not more than seven days, (7) days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Shares of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm such Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remains unpurchased exceeds one-tenth 10% of the aggregate number of all the Firm Shares to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the First Closing Date, the obligations of the Underwriters to purchase and arrangements satisfactory to the Representative and of the Company for to sell the purchase of Option Shares to be purchased and sold on such Firm Shares are not made within 48 hours after such defaultdate, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(b), 5, 6 and 7. Any action taken pursuant to The provisions of this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the nondefaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 8 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company Selling Shareholders for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or and the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If for any reason one or more of the Underwriters shall fail fails or refuse refuses (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or Section 11 of this Agreement) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter or Underwriters, the Representatives shall immediately give notice thereof to the Company and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters and upon the terms set forth herein, all or any part of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than onepurchase. If the non-tenth of the aggregate number of Firm defaulting Underwriters fail to make such arrangements with respect to all such Shares, the other Underwriters number of shares of Shares that each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be obligated, severally and not jointly, automatically increased on a pro rata basis to purchase absorb the Firm remaining Shares that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase; provided, in however, that the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become not be obligated to purchase pursuant the Shares that the defaulting Underwriter or Underwriters agreed to Section 1 be increased pursuant to this Section 10 by more than one-ninth purchase if the aggregate amount of such Shares exceeds 10% of the aggregate amount of Shares that all Underwriters agreed to purchase under this Agreement. If the total number of Firm shares of Shares without that the prior written consent defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the first 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to the Representatives for purchase of such UnderwriterShares on the terms set forth in this Agreement. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but Date determined as provided in no event Section 3(d) of this Agreement for longer not more than seven days, business days after the date originally fixed as the Closing Date pursuant to Section 3(d) in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effectedmade. If any Underwriter or neither the non-defaulting Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and nor the Company shall make arrangements within the time periods set forth above for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on all the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.Shares

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company Selling Stockholders for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that Securities which it or they have agreed to purchase hereunder, and the aggregate number amount of Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number amount of Firm Sharesthe Securities, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number amount of Firm Shares that Securities which they have respectively agreed to purchase pursuant to Section 1 2 bears to the aggregate number amount of Firm Shares Securities which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative non-defaulting Underwriters may specify; provided that in no event shall the maximum number amount of Firm Shares that Securities which any Underwriter has become obligated to purchase pursuant to Section 1 2 be increased pursuant to this Section 10 9 by more than one-ninth of the amount of Securities agreed to be purchased by such number of Firm Shares Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Securities and the aggregate amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate amount of the Securities and arrangements satisfactory to the Underwriters and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Securities under this Agreement. In any such case either the Representative non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Xxxx Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company Selling Stockholders for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which as the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares which that all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Company and the Company Representative for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement). In any such case either the Representative or the Company shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Shares agreed to be purchased hereunder on such Closing Date, the Representatives shall have the right, within thirty-six (36) hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Shares on the terms contained herein. If, however, the Representatives shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six (36) hours within which to procure another party or other parties reasonably satisfactory to the Underwriters to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided above, the aggregate number of Shares which remains unpurchased on such Closing Date does not exceed ten percent (10%) of the aggregate number of all the Shares that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Shares of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the applicable Closing Date, but in no event Date for longer a period of not more than seven days, days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Shares of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representatives and the Company as provided above, the aggregate number of Firm such Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remains unpurchased exceeds one-tenth ten percent (10%) of the aggregate number of all the Shares to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the Firm Shares Closing Date, the obligations of the Underwriters to purchase and arrangements satisfactory of the Company, as the case may be, to sell the Representative Option Shares to be purchased and the Company for the purchase of sold on such Firm Shares are not made within 48 hours after such defaultdate, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(b), 5, 6 and 7. Any action taken pursuant to The provisions of this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the nondefaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 8 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which as the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares which that all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Company and the Company Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement). In any such case either the Representatives or the Company shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares ADSs that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares ADSs that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm SharesADSs, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares ADSs that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares ADSs that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares ADSs which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares ADSs that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 11 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effectedaffected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares ADSs that it or they agreed to purchase hereunder and the aggregate number of Firm Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares ADSs and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares ADSs are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares ADSs under this Agreement. Any action taken pursuant to this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-­defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to the Representatives who so agree, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not jointly, elect to purchase the Firm Shares Notes that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 7 of this Agreement. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representatives, may thereby be made necessary. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting nondefaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Shares and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Shareholders for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, purchase in the proportions which that the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which that all such non-defaulting nondefaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided provided, however, that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriter shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of Firm Shares and arrangement satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of to any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement (the “Defaulted Notes”), the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Defaulted Notes) the principal amount of the Defaulted Notes; except that the non-defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunderNotes if the total principal amount of the Defaulted Notes exceeds 9.09% of the total principal amount of the Notes, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such any non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become will not be obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one110% of the principal amount of the Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Datedefaulting Underwriters, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements underwriter satisfactory to the Representative and Representatives who so agrees, will have the Company for right, but will not be obligated, to purchase (in such proportions as may be agreed upon among them) all of the Defaulted Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not elect to purchase of such Firm Shares are not made the Defaulted Notes within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 7 hereof. As used in this Agreement. Any action taken , the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Defaulted Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement, the Disclosure Package or the Prospectus or in any other document or agreement, and the Company agrees to file promptly any amendments or any supplements to the Registration Statement, the Disclosure Package or the Prospectus which, in the opinion of the Representatives, may thereby be made necessary. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or any Selling Stockholder or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company and the Attorneys shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Securities agreed to be purchased hereunder on such Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on such Closing Date does not exceed one-eleventh of the aggregate number of all the Securities that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Securities of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the applicable Closing Date, but in no event Date for longer a period of not more than seven days, days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Securities of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm Shares such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remains unpurchased exceeds one-tenth 10% of the aggregate number of all the Securities to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the Firm Shares Securities Closing Date, the obligations of the Underwriters to purchase and arrangements satisfactory to the Representative and of the Company for to sell the purchase of Option Securities to be purchased and sold on such Firm Shares are not made within 48 hours after such defaultdate, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(b), 5, 6 and 7. Any action taken pursuant to The provisions of this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the nondefaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 8 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which as the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Company and the Company Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement). In any such case either the Representatives or the Company shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriter, the Company Company, the Selling Stockholder or, if applicable, the Additional Selling Stockholders for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Securities agreed to be purchased hereunder on such Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on such Closing Date does not exceed one-eleventh of the aggregate number of all the Securities that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Securities of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the applicable Closing Date, but in no event Date for longer a period of not more than seven days, days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Securities of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm Shares such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remains unpurchased exceeds one-tenth 10% of the aggregate number of all the Firm Shares Securities to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the First Closing Date, the obligations of the Underwriters to purchase and arrangements satisfactory to the Representative and of the Company for to sell the purchase of Option Shares to be purchased and sold on such Firm Shares are not made within 48 hours after such defaultdate, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(a)(vii), 6 and 8. Any action taken pursuant to The provisions of this Section 10 9 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the non-defaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 9 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares ADSs that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares ADSs that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm SharesADSs, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares ADSs that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares ADSs that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares ADSs which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares ADSs that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effectedaffected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares ADSs that it or they agreed to purchase hereunder and the aggregate number of Firm Shares ADSs which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares ADSs and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares ADSs are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares ADSs under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If on the First Closing Date or the option Closing Date, as the case may be, any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the part of the Company), you, as Representative of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the Underwriters shall fail other Underwriters, or refuse any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the shares of Stock which the defaulting Underwriter or Underwriters failed to purchase. If during such 48 hours you, as such Representative, shall not have procured such other Underwriters, or any others, to purchase the shares of the Firm Shares that it or they have Stock agreed to purchase hereunderbe purchased by the defaulting Underwriter or Underwriters, and then (a) if the aggregate number of Firm Shares that shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed ten percent (10%) of the aggregate total number of Firm Sharesshares underwritten, the other Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the Firm Shares that shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to or (b) if the aggregate number of Firm Shares shares of Stock with respect to which all such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representative of the Underwriters, will have the right, by written notice given within the next 48-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters have so agreed or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to purchase, take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or 12, (i) the Company shall have the right to postpone the Closing Date, but in no event Date[s] for longer a period of not more than seven days, five (5) full business days in order that the required changes, if any, Company may effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the purchase Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company Company, except for expenses to be paid or reimbursed pursuant to Section 5 and except for the purchase or sale provisions of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement6.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 hereof bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 hereof be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Company and the Representative for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company (except as provided in Section 4(l) hereof) for the purchase or sale of any Shares under this Agreement. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 11 hereof) to purchase any and pay for (a) in the case of the Closing Date, the number of Firm Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Firm Shares in accordance with the terms hereof or (b) in the case of the Option Closing Date, the number of Additional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Additional Shares in accordance with the terms hereof, and the number of such Shares shall not exceed 10% of the Firm Shares that or Additional Shares required to be purchased on the Closing Date or the Option Closing Date, as the case may be, then, each of the non-defaulting Underwriters shall purchase and pay for (in addition to the number of such Shares which it or they have has severally agreed to purchase hereunder, and ) that proportion of the aggregate number of Firm Shares that such which the defaulting Underwriter or Underwriters agreed but shall have so failed or refused to purchase is not more than one-tenth of on such Closing Date or Option Closing Date, as the aggregate number of Firm Sharescase may be, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 be purchased by such non-defaulting Underwriter bears to the aggregate number of Firm Shares which so agreed to be purchased by all such non-defaulting Underwriters have so agreed to purchaseon such Closing Date or Option Closing Date, or in such other proportions as the Representative case may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterbe. In any such case either the Representative or the Company case, you shall have the right to postpone the Closing Date or the Option Closing Date, but in no event for longer than as the case may be, to a date not exceeding seven daysfull business days after the date originally fixed as such Closing Date or the Option Closing Date, as the case may be, pursuant to the terms hereof in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effectedmade. If any Underwriter one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 11 hereof) to purchase any Firm Shares that it or they agreed to purchase hereunder and pay for (a) in the aggregate case of the Closing Date, the number of Firm Shares which agreed to be purchased by such defaulting Underwriter or Underwriters agreed but failed upon tender to you of such Firm Shares in accordance with the terms hereof or refused to purchase exceeds one-tenth (b) in the case of the aggregate Option Closing Date, the number of Additional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Additional Shares in accordance with the terms hereof, and the number of such Shares shall exceed 10% of the Firm Shares and arrangements satisfactory or Additional Shares required to be purchased by all the Representative and Underwriters on the Company for Closing Date or the purchase of such Firm Shares are not made Option Closing Date, as the case may be, then (unless within 48 hours after such defaultdefault arrangements to your satisfaction shall have been made for the purchase of the defaulted Shares by an Underwriter or Underwriters) and subject to the provisions of Section 11(b) hereof, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the Company or the Selling Stockholders except as otherwise provided in Sections 6 and 8 hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for the purchase or sale of any Shares an Underwriter under this Agreementparagraph. Any Nothing in this Section 12, and no action taken pursuant to this Section 10 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If on the First Closing Date or the Option Closing Date, as the case may be, any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder (otherwise than by reason of default on the part of the Company, you, as Representatives of the Underwriters, shall use your reasonable efforts to procure within 48 hours thereafter one or more of the Underwriters shall fail other Underwriters, or refuse any others, to purchase from the Company such amounts as may be agreed upon and upon the terms set forth herein, the shares of Stock which the defaulting Underwriter or Underwriters failed to purchase. If during such 48 hours you, as such Representatives, shall not have procured such other Underwriters, or any others, to purchase the shares of the Firm Shares that it or they have Stock agreed to purchase hereunderbe purchased by the defaulting Underwriter or Underwriters, and then (a) if the aggregate number of Firm Shares that shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed ten percent (10%) of the aggregate total number of Firm Sharesshares underwritten, the other Underwriters shall be obligatedobligated severally, severally and not jointlyin proportion to their respective commitments hereunder, to purchase the Firm Shares that shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to or (b) if the aggregate number of Firm Shares shares of Stock with respect to which all such default or defaults occur is more than ten percent (10%) of the total number of shares underwritten, the Company or you, as the Representatives of the Underwriters, will have the right, by written notice given within the next 48-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the non-defaulting Underwriters have so agreed or the Company. If the remaining Underwriters or substituted Underwriters are required hereby or agree to purchase, take up all or part of the shares of Stock of a defaulting Underwriter or Underwriters as provided in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or 12, (i) the Company shall have the right to postpone the Closing Date, but in no event Dates for longer a period of not more than seven days, five (5) full business days in order that the required changes, if any, Company may effect whatever changes may thereby be made necessary in the Registration Statement and or the Prospectus Prospectus, or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the purchase Company or the other Underwriters for damages occasioned by its default hereunder. Any termination of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate pursuant to this Section 12 shall be without liability on the part of any non-defaulting Underwriter or the Company Company, except for expenses to be paid or reimbursed pursuant to Section 5 and except for the purchase or sale provisions of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement6.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 11 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter, the Company or the Selling Shareholders for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Company and the Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, purchase in the proportions which that the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which that all such non-defaulting nondefaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided provided, however, that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting nondefaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative or the Company shall have the right to postpone the Closing but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, purchase in the proportions which that the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which that all such non-defaulting nondefaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any the event that within the 48-hour period referred to above, the Representatives notify the Company that they have so arranged for the purchase of such case Firm Shares, or the Company notifies the Representatives that it has so arranged for the purchase of such Firm Shares, either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which as the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares which that all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Company and the Company Representative for the purchase of such Firm Shares are not made within 48 24 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Representative or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement. In any such case either the Representative or the Company shall have the right to postpone the Closing Time, but in no event for longer than five business days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Substitution of Underwriters. If any one or more of the Underwriters Underwriter shall fail or refuse to purchase any of the Firm Shares that which it or they have has agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative you may specify; provided provided, that in no event shall the maximum number of Firm Shares that any which an Underwriter has become been obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any an Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and non-defaulting Underwriters or the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case the Underwriters or the Company shall have the right to postpone the Closing Date or Option Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of to any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which as the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Company and the Company Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement). In any such case either the Representatives or the Company shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which as the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Company and the Company Representatives for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter Underwriter, or the Company (except as provided in Section 4(l)) for the purchase or sale of any Shares under this Agreement). In any such case either the Representatives or the Company shall have the right to postpone the Closing Time, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 8, purchases Shares that a defaulting Underwriter agreed but failed to purchase.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non- defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to the Representatives who so agrees, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not jointly, elect to purchase the Firm Shares Notes that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 7 of this Agreement. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 8. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and each of the Company agrees to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representatives, may thereby be made necessary. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any one or more of the ------------------------------ Underwriters shall fail or refuse to purchase any of the Firm Shares that Securities which it or they have agreed to purchase hereunder, and the aggregate number principal amount of Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number principal amount of Firm SharesSecurities, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number principal amount of Firm Shares that Securities which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number principal amount of Firm Shares Securities which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number principal amount of Firm Shares that Securities which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-one- ninth of the principal amount of Securities agreed to be purchased by such number of Firm Shares Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Securities and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non- defaulting Underwriter or the Company for the purchase or sale of any Securities under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non- defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to the Representatives who so agree, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Underwriters or the other underwriters satisfactory to the Underwriters do not jointly, elect to purchase the Firm Shares Notes that such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company Company, except for the purchase or sale indemnity and contribution agreements of any Shares under the Company and the Underwriters contained in Section 8 of this Agreement. Any action taken As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not 9. If the non-defaulting Underwriters or the other underwriters satisfactory to the Representatives are obligated or agree to purchase the Notes of a defaulting Underwriter, the Representatives may postpone the Closing Date for up to seven full Business Days in order that the Company may effect any changes that may be necessary in the Registration Statement or the Prospectus or in any other document or agreement, and the Company agree to file promptly any amendments or any supplements to the Registration Statement or the Prospectus which, in the opinion of the Representatives, may thereby be made necessary. Nothing contained herein will relieve any a defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementliability it may have for damages caused by its default.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Shares agreed to be purchased hereunder on such Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Shares on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled, in its sole discretion, to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Shares which remains unpurchased on such Closing Date does not exceed one-eleventh of the aggregate number of all the Shares that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Shares of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the applicable Closing Date, but in no event Date for longer a period of not more than seven days, days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Shares of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm such Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remain unpurchased exceeds one-tenth 10% of the aggregate number of all the Firm Shares to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the First Closing Date, the obligations of the Underwriters to purchase and arrangements satisfactory to the Representative and of the Company for to sell the purchase of Option Shares to be purchased and sold on such Firm Shares are not made within 48 hours after such defaultdate, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(b), 5, 6 and 7. Any action taken pursuant to The provisions of this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the nondefaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 9 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company or any Selling Shareholder for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail default in its or refuse their obligations to purchase Units, Shares and/or Warrants hereunder on the Closing Date or any Firm Shares that it or they agreed to purchase hereunder Option Closing Date and the aggregate number of Firm Units, Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth does not exceed ten percent (10%) of the total number of Units, Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Units, Shares and/or Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of Units, Shares and/or Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the Firm total number of Units, Shares and/or Warrants to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representative remaining Underwriters and the Company for the purchase of such Firm Shares shares by other persons are not made within 48 forty-eight (48) hours after such default, this Agreement will terminate shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the Units, Shares and/or Warrants of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) business days in order to permit the Company to effect whatever changes in the Registration Statement, the Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly file any amendments to the Registration Statement or the Prospectus which may thereby be made necessary, and (ii) the respective numbers of Units, Shares and/or Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or any other Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-non defaulting Underwriter Underwriters or the Company for Company, except that the purchase representations, warranties, covenants, indemnities, agreements and other statements set forth in Sections 2 and 3, the obligations with respect to expenses to be paid or sale of any Shares under this Agreement. Any action taken reimbursed pursuant to this Section 10 5 and the provisions of Section 7 and Sections 11 through 18, inclusive, shall not relieve any defaulting Underwriter from liability terminate and shall remain in respect of any default of such Underwriter under this Agreementfull force and effect.

Substitution of Underwriters. (a) If any one or more Underwriter defaults in its obligation to purchase the principal amount of the Notes which it has agreed to purchase under this Agreement, the non-defaulting Underwriters shall fail or refuse will be obligated to purchase (in the respective proportions which the principal amount of the Notes set forth opposite the name of each non-defaulting Underwriter in Schedule I hereto bears to the total principal amount of the Notes less the principal amount of the Notes the defaulting Underwriter agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which the defaulting Underwriter agreed but failed to purchase; except that the non-defaulting Underwriters will not be obligated to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and Notes if the aggregate number total principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase is exceed 9.09% of the total principal amount of the Notes, and any non-defaulting Underwriters will not be obligated to purchase more than one-tenth 110% of the aggregate number principal amount of Firm Sharesthe Notes set forth opposite its name in Schedule I hereto. If the foregoing maximums are exceeded, the non-defaulting Underwriters, and any other Underwriters shall underwriters satisfactory to the Representatives who so agree, will have the right, but will not be obligated, severally and to purchase (in such proportions as may be agreed upon among them) all of the Notes. If within such additional thirty six hours after such default by any Underwriter the non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not jointly, agree to purchase the Firm Shares that such Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in then the proportions Partnership shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to the number of Firm Shares that they have respectively agreed Representatives to purchase pursuant to Section 1 bears to such Notes on such terms. If the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed or the other underwriters satisfactory to purchase, the Representatives are obligated or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated agree to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth the Notes of such number of Firm Shares without a defaulting Underwriter, the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to Representatives may postpone the Closing Date, but in no event Date for longer than up to seven days, full business days in order that the required changes, if any, Partnership may effect any changes that may be necessary in the Registration Statement and or the Prospectus or in any other documents document or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder agreement, and the aggregate number of Firm Shares which such defaulting Underwriter Partnership agrees to file promptly any amendments or Underwriters agreed but failed any supplements to the Registration Statement or refused to purchase exceeds one-tenth the Prospectus which, in the opinion of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not Representatives, may thereby be made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under necessary. As used in this Agreement. Any action taken , the term “Underwriter” includes any person substituted for an Underwriter pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement9.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 5 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused refuse to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven business days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 12. Any action taken pursuant to this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on the Closing Date the Securities agreed to be purchased hereunder on the Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on the Closing Date does not exceed one-eleventh of the aggregate number of all the Securities that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Securities of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the Closing Date, but in no event Date for longer a period of not more than seven days, days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Securities of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm Shares such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remains unpurchased exceeds one-tenth 10% of the aggregate number of all the Firm Shares and arrangements satisfactory Securities to the Representative and the Company for the purchase of be purchased at such Firm Shares are not made within 48 hours after such defaultdate, then this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for the purchase or sale Company, except as provided in Sections 4(b), 5, 6 and 7. The provisions of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the non-defaulting Underwriters arising out of such Underwriter default. The term "Underwriter" as used in this Agreement shall include any person substituted under this AgreementSection 8 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

Substitution of Underwriters. (a) If any one or more of the Underwriters shall fail default in its or refuse their obligations to purchase any and pay for Units hereunder and if the aggregate amount of the Firm Shares that it or they such Units which all Underwriters so defaulting have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is does not more than one-tenth exceed 10% of the aggregate number of Firm SharesUnits constituting the Units, the other non-defaulting Underwriters shall have the right and shall be obligated, obligated severally to purchase and pay for (in addition to the Units set forth opposite their names in Schedule I) the full amount of the Units agreed to be purchased by all such defaulting Underwriters and not jointlyso purchased, in proportion to their respective commitments hereunder. In such event the Representative, for the accounts of the several non-defaulting Underwriters, may take up and pay for all or any part of such additional Units to be purchased by each such Underwriter under this subsection (a), and may postpone the Closing Date to a time not exceeding seven full business days; or (b) If one or more Underwriters (other than the Representative) default in its or their obligations to purchase and pay for the Firm Shares that Units hereunder and if the aggregate amount of such Units which all Underwriters so defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they shall have respectively agreed to purchase pursuant to Section 1 bears to shall exceed 10% of the aggregate number of Firm Shares which all such Units, or if one or more Underwriters for any reason permitted hereunder cancel its or their obligations to purchase and pay for Units hereunder, the non-canceling and non-defaulting Underwriters (hereinafter called the "Remaining Underwriters") shall have so agreed to purchasethe right, or in such other proportions as the Representative may specify; provided that in no event but shall the maximum number of Firm Shares that any Underwriter has become not be obligated to purchase pursuant such Units in such proportion as may be agreed among them, at the Closing Date. If the Remaining Underwriters do not purchase and pay for such Units at such Closing Date, the Closing Date shall be postponed for one business day and the remaining Underwriters shall have the right to Section 1 purchase such Units, or to substitute another person or persons to purchase the same or both, at such postponed Closing Date. If purchasers shall not have been found for such Units by such postponed Closing Date, the Closing Date shall be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or postponed for a further two business days and the Company shall have the right to postpone substitute another person or persons, satisfactory to you to purchase such Units at such second postponed Closing Date. If the Company shall not have found such purchasers for such Units by such second postponed Closing Date, but in no event for longer than seven days, in order then this Agreement shall automatically terminate and neither the Company nor the remaining Underwriters (including the Representative) shall be under any obligation under this Agreement (except that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters Company shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory remain liable to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under extent provided in Paragraph 7 hereof). As used in this Agreement. Any action taken pursuant to this Section 10 shall not relieve , the term "Underwriter" includes any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.person substituted for an 23

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, purchase in the proportions which that the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which that all such non-defaulting nondefaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided provided, however, that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any nondefaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters Underwriter shall fail or refuse to purchase any of the Firm Shares that which it or they have has agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative you may specify; provided provided, that in no event shall -------- the maximum number of Firm Shares that any which an Underwriter has become been obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any an Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and non-defaulting Underwriters or the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case the Underwriters or the Company shall have the right to postpone the Closing Date or Option Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of to any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse ---------------------------- shall, for any reason permitted hereunder, cancel its obligation to purchase any of hereunder and to take up and pay for the Firm Shares that it Securities to be purchased by such one or they have agreed to purchase hereundermore Underwriters, the Company shall immediately notify the remaining Underwriters, and the aggregate number remaining Underwriters shall have the right, within 24 hours of Firm Shares receipt of such notice, either to take up and pay for (in such proportion as may be agreed upon among them) or to substitute another underwriter or underwriters, satisfactory to the Company, to take up and pay for the [1,2 principal amount] [3 number] of Securities that such one or more Underwriters did not purchase. If one or more Underwriters shall, for any reason other than a reason permitted hereunder, fail to take up and pay for the Securities to be purchased by such one or more Underwriters, the Company shall immediately notify the remaining Underwriters, and the remaining Underwriters shall be obligated to take up and pay for (in addition to the respective [1,2 principal amount] [3 number] of Securities set forth opposite their respective names in Schedule II) the [principal amount] [number] of Securities that such defaulting Underwriter or Underwriters failed to take up and pay for, up to a number thereof equal to, in the case of each such remaining Underwriter, percent ( %) of the [1,2 principal amount] [3 number] of Securities -------- --- set forth opposite the name of such remaining Underwriter in Schedule II, and such remaining Underwriters shall have the right, within 24 hours of receipt of such notice, either to take up and pay for (in such proportion as may be agreed upon among them), or to substitute another underwriter or underwriters, satisfactory to the Company, to take up and pay for, the remaining [1,2 principal amount] [3 number] of the Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase. If any unpurchased Securities still remain, then the Company or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligatedentitled to an additional period of 24 hours within which to procure another party or parties, severally who are members of the NASD (or if not members of the NASD, who are not eligible for membership in the NASD and not jointlywho agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the NASD's Conduct Rules) and satisfactory to the Company, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed agree to purchase pursuant to Section 1 bears to such unpurchased Securities on the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterterms herein set forth. In any such case case, either the Representative remaining Underwriters or the Company shall have the right to postpone the Closing Date, but Date for a period not to exceed seven full business days from the date agreed upon in no event for longer than seven daysaccordance with this Section 10, in order that the required changes, if any, necessary changes in the Registration Statement and the Prospectus or in and any other documents or and arrangements may be effected. If any Underwriter or the Underwriters and the Company shall fail to procure a satisfactory party or refuse parties as above provided to purchase any Firm Shares or agree to purchase such unpurchased Securities, then the Company may either (i) require the remaining Underwriters to purchase the [1,2 principal amount] [3 number] of Securities that it or they agreed are obligated to purchase hereunder and the aggregate number (but no more than such [1,2 principal amount] [3 number] of Firm Shares which such defaulting Underwriter Securities) or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory (ii) terminate this Agreement by giving prompt notice to the Representative and Underwriters. In the event that neither the remaining Underwriters nor the Company has arranged for the purchase of such Firm Shares unpurchased Securities by another party or parties as above provided and the Company has not elected to require the remaining Underwriters to purchase the [1,2 principal amount] [3 number] of Securities that they are not made within 48 hours after such defaultobligated to purchase hereunder, then this Agreement will shall terminate without any liability on the part of any non-defaulting such Underwriter or the Company for the purchase or sale of any Shares Securities under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter Underwriters under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus Final Offering Documents or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. (a) If any one Underwriter or more of the Underwriters shall fail to take up and pay for the amount of Firm Shares agreed by such Underwriter or refuse Underwriters to purchase any be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased does not aggregate more than 10% of the total amount of Firm Shares set forth in Schedule I hereto, the remaining Underwriters shall be obligated to take up and pay for (in proportion to their respective underwriting obligations hereunder as set forth in Schedule I hereto except as may otherwise be determined by you) the Firm Shares that it the withdrawing or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed to purchase. (b) If any Underwriter or refused Underwriters shall fail to purchase is take up and pay for the amount of Firm Shares agreed by such Underwriter or Underwriters to be purchased hereunder, upon tender of such Firm Shares in accordance with the terms hereof, and the amount of Firm Shares not purchased aggregates more than one-tenth 10% of the aggregate number total amount of Firm SharesShares set forth in Schedule I hereto, and arrangements satisfactory to you for the purchase of such Firm Shares by other persons are not made within 36 hours thereafter, this Agreement shall terminate. In the event of any such termination, the Company shall not be under any liability to any Underwriter (except to the extent provided in Section 4(a)(viii), Section 4(b)(ii) and Section 6 hereof) nor shall any Underwriter (other Underwriters than an Underwriter who shall be obligatedhave failed, severally and not jointlyotherwise than for some reason permitted under this Agreement, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number amount of Firm Shares that they have respectively agreed by such Underwriter to purchase pursuant to Section 1 bears be purchased hereunder) be under any liability to the aggregate number of Company (except to the extent provided in Section 6 hereof). If Firm Shares to which all such a default relates are to be purchased by the non-defaulting Underwriters have so agreed to purchaseor by any other party or parties, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date, but in no event Date for longer not more than seven days, business days in order that the required changes, if any, necessary changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.Statement,

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 11 hereof) to purchase any and pay for (a) in the case of the Closing Date, the number of Firm Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Firm Shares in accordance with the terms hereof or (b) in the case of the Option Closing Date, the number of Additional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Additional Shares in accordance with the terms hereof, and the number of such Offered Shares shall not exceed 10% of the Firm Shares that or Additional Shares required to be purchased on the Closing Date or the Option Closing Date, as the case may be, then, each of the non-defaulting Underwriters shall purchase and pay for (in addition to the number of such Offered Shares which it or they have has severally agreed to purchase hereunder, and ) that proportion of the aggregate number of Firm Offered Shares that such which the defaulting Underwriter or Underwriters agreed but shall have so failed or refused to purchase is not more than one-tenth of on such Closing Date or Option Closing Date, as the aggregate number of Firm Sharescase may be, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Offered Shares that they have respectively agreed to purchase pursuant to Section 1 be purchased by such non-defaulting Underwriter bears to the aggregate number of Firm Offered Shares which all such non-defaulting Underwriters have so agreed to purchasebe purchased by all such nondefaulting Underwriters on such Closing Date or Option Closing Date, or in such other proportions as the Representative case may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterbe. In any such case either the Representative or the Company case, you shall have the right to postpone the Closing Date or the Option Closing Date, but in no event for longer than as the case may be, to a date not exceeding seven daysfull business days after the date originally fixed as such Closing Date or the Option Closing Date, as the case may be, pursuant to the terms hereof in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effectedmade. If any Underwriter one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or 11 hereof) to purchase any Firm Shares that it or they agreed to purchase hereunder and pay for (a) in the aggregate case of the Closing Date, the number of Firm Shares which agreed to be purchased by such defaulting Underwriter or Underwriters agreed but failed upon tender to you of such Firm Shares in accordance with the terms hereof or refused to purchase exceeds one-tenth (b) in the case of the aggregate Option Closing Date, the number of Additional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Additional Shares in accordance with the terms hereof, and the number of such Offered Shares shall exceed 10% of the Firm Shares and arrangements satisfactory or Additional Shares required to be purchased by all the Representative and Underwriters on the Company for Closing Date or the purchase of such Firm Shares are not made Option Closing Date, as the case may be, then (unless within 48 hours after such defaultdefault arrangements to your satisfaction shall have been made for the purchase of the defaulted Offered Shares by an Underwriter or Underwriters), this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the Company except as otherwise provided in Sections 6 and 8 hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for the purchase or sale of any Shares an Underwriter under this Agreementparagraph. Any Nothing in this Section 12, and no action taken pursuant to this Section 10 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm SharesShares to be purchased on such date, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event . If any Underwriter or Underwriters shall fail or refuse to purchase any Shares and the maximum aggregate number of Firm Shares that any which such defaulting Underwriter has become obligated or Underwriters agreed but failed or refused to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than exceeds one-ninth of such the aggregate number of Firm the Shares without and arrangements satisfactory to the prior written consent Representatives and the Company for the purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-faulting Underwriter, the Company or the Selling Stockholders for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 11 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder for the purchase or sale of any Shares under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If for any reason one or more of the Underwriters shall fail fails or refuse refuses (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 or Section 11 of this Agreement) to purchase any of and pay for the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that agreed to be purchased by such Underwriter or Underwriters, the Company shall immediately give notice thereof to the Representatives and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by the Representatives of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representatives and such purchasing Underwriter or Underwriters agreed but failed and upon the terms set forth herein, all or refused to purchase is not more than one-tenth any part of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If the non-defaulting Underwriters fail to make such arrangements with respect to all such Shares, in the proportions which the number of Firm Shares that they have respectively each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a PRO RATA basis to absorb the remaining Shares that the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the Shares that the defaulting Underwriter or Underwriters agreed to purchase pursuant to Section 1 bears to if the aggregate number of Firm such Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as exceeds 10% of the Representative may specify; provided that in no event shall the maximum total number of Firm Shares that any Underwriter has become obligated all Underwriters agreed to purchase pursuant to Section 1 be increased pursuant to under this Section 10 by more than one-ninth of such Agreement. If the total number of Firm Shares without that the prior written consent defaulting Underwriter or Underwriters agreed to purchase will not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Shareholders will have the right, within 24 hours next succeeding the first 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such UnderwriterShares on the terms set forth in this Agreement. In any such case case, either the Representative you or the Company shall have the right to postpone the Closing Date, but Date determined as provided in no event Section 3(e) of this Agreement for longer not more than seven days, business days after the date originally fixed as the Closing Date pursuant to Section 3(e) in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreementmade.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse at each Delivery Date to purchase any of the Firm Shares that Notes which it or they have has agreed to purchase hereunder, and the aggregate number principal amount of Firm Shares that Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number principal amount of Firm SharesNotes, the other Underwriters Underwriter shall be obligated, severally and not jointly, obligated to purchase the Firm Shares that Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that Notes which they have respectively agreed to purchase pursuant to Section 1 2 hereof bears to the aggregate number of Firm Shares Notes which all such non-defaulting Underwriters have Underwriter has so agreed to purchase, or in such other proportions as the Representative such non-defaulting Underwriter may specify; provided that in no event shall the maximum number of Firm Shares that Notes which any Underwriter has become obligated to purchase pursuant to Section 1 2 hereof be increased pursuant to this Section 10 11 by more than one-ninth of such the number of Firm Shares Notes agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter shall fail or refuse at each Delivery Date to purchase any Notes and the aggregate number of Notes which such defaulting Underwriter agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Notes and arrangements satisfactory to the non-defaulting Underwriter and the Company for the purchase of such Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriter or the Company for the purchase or sale of any Notes under this Agreement. In any such case either the Representative Underwriters or the Company shall have the right to postpone the Closing each Delivery Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 11 shall not relieve any the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse on the Closing Date to purchase any of and pay for the Firm Shares that Notes which it or they have agreed to purchase hereunder, and then (a) if the aggregate number principal amount of Firm Shares that such the Notes which the defaulting Underwriter or Underwriters so agreed but failed or refused to purchase is shall not more than one-tenth of the aggregate number of Firm Sharesexceed $125,000,000, the other nondefaulting Underwriters shall be obligated, severally and not jointly, obligated to purchase the Firm Shares that such Notes from the Company, in proportion to their respective obligations hereunder and upon the terms herein set forth, or (b) if the aggregate principal amount of the Notes which the defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively so agreed to purchase pursuant to Section 1 bears to shall exceed $125,000,000 either you, as Representatives of the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchaseUnderwriters, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right at any time prior to postpone 9:30 a.m., New York City time, on the next business day after the Closing DateDate to procure one or more of the other Underwriters, but or any others, to purchase such Notes from the Company, in no such amounts as may be agreed upon and upon the terms herein set forth. If within such specified time neither you, as such Representatives, nor the Company shall have procured such other Underwriters or any others to purchase the Notes agreed to be purchased by the defaulting Underwriter or Underwriters, this Agreement shall terminate without liability on the part of any nondefaulting Underwriter or of the Company. In the event of a default by any Underwriter or Underwriters, as set forth in this Section 14, the Closing Date may be postponed for longer than such period, not exceeding seven days, as you, as such Representatives, shall determine in order that the any required changes, if any, changes in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to or termination of this Agreement under this Section 10 14 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter or Underwriters shall fail to take up and pay for the number of Shares to be purchased by such Underwriter or Underwriters hereunder upon tender of such Shares in accordance with the terms hereof, and if the aggregate number of Shares which such defaulting Underwriter or Underwriters so agreed but failed to purchase does not exceed 10% of the Shares, the remaining Underwriters shall be obligated severally in proportion to their respective commitments hereunder to take up and pay for the Shares of such defaulting Underwriter or Underwriters. If one or more of the Underwriters shall fail or refuse (other than for a reason sufficient to justify the termination of this Agreement) to purchase on any Closing Date the aggregate number of the Firm Shares that it or they have agreed to purchase hereunder, be purchased by such Underwriter or Underwriters and the aggregate number of Firm Shares that agreed to be purchased by such Underwriter or Underwriters shall exceed 10% of the aggregate number of Shares to be sold on any Closing Date hereunder by the Company to the Underwriters, then the other Underwriters shall have the right to purchase or procure one or more other underwriters to purchase, in such proportions as they may agree upon and upon the terms herein set forth, the Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase, and this Agreement shall be carried out accordingly. If such other Underwriters do not exercise such right within thirty-six hours after receiving notice of any such default, which notice the Representatives shall have also promptly delivered to the Company, then the Company shall have the right to procure another party or refused parties reasonably satisfactory to the Representatives to purchase or agree to purchase such Shares on the terms herein set forth. If the Company is unable to procure another such party, the Company may notify the Representatives that the non-defaulting Underwriters are, by the giving of such notice, released from their obligations to purchase such number of Shares being sold hereunder by the Company as are indicated in such notice as, when subtracted from the total number of Shares originally agreed to be purchased by all of the Underwriters hereunder, shall leave a reduced number of Shares to be purchased by the non-defaulting Underwriters not more than one-tenth in excess of 110% of the aggregate number of Firm SharesShares originally contracted to be purchased hereunder by the non-defaulting Underwriters, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchaseeach of them, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all event such non-defaulting Underwriters have so agreed to purchase, or in shall purchase such other proportions as the Representative may specify; provided that in no event shall the maximum reduced number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such UnderwriterShares. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the any Closing Date, but in no event Date for longer a period of not more than seven days, business days in order that the required changes, if any, in the Registration Statement necessary changes and the Prospectus or in any other documents or arrangements may be effectedeffected by the Representatives and the Company. If any Underwriter or neither the non-defaulting Underwriters nor the Company shall fail or refuse to make arrangements within the period stated for the purchase any Firm Shares that it or they agreed to purchase hereunder and of the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and purchase, including such arrangements satisfactory to the Representative and the Company for the purchase of such Firm a reduced number of Shares as are not made within 48 hours after such defaultprovided for in this Section 9, then this Agreement will shall terminate without liability on the part of any non-defaulting Underwriter or Underwriters to the Company for and without liability on the purchase or sale part of the Company to the Underwriters. In the event of any Shares termination of this Agreement pursuant to the preceding paragraph of this Section, the Company shall not be under any liability to any Underwriter (except as provided in Section 4(g) and 6 hereof) nor shall any Underwriter (other than an Underwriter who shall have failed, otherwise than for some reason permitted under this Agreement. Any action taken pursuant , to this Section 10 shall not relieve any defaulting Underwriter from liability in respect purchase the number of any default of Shares to be purchased by such Underwriter hereunder, which Underwriter shall remain liable to the Company and the other Underwriters for damages resulting from such default) be under this Agreementany liability to the Company (except as provided in Section 6 hereof).

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that Units which it or they have has agreed to purchase hereunder, and the aggregate number of Firm Shares that Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm SharesUnits, the other Underwriters shall be obligated, severally and not jointly, obligated to purchase the Firm Shares that Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions proportion which the number of Firm Shares that they have Units which each other Underwriter has respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares Units which all such non-defaulting Underwriters have Underwriter has so agreed to purchase, or in such other proportions proportion as the Representative Underwriters may specify; provided that in no event shall the maximum number of Firm Shares that Units which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares Units agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter shall fail or refuse to purchase any Firm Units and the aggregate number of Firm Units which such defaulting Underwriter agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of Firm Units and arrangements satisfactory to the Underwriters and the Partnership for the purchase of such Firm Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriters and the Partnership for the purchase or sale of any Units under this Agreement. In any such case either the Representative Underwriters or the Company Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any the defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Underwriters may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 8 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or Section 11 hereof) to purchase any and pay for (a) in the case of the Firm Closing 39-- 40 Date, the number of Initial Shares that agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Initial Shares in accordance with the terms hereof or (b) in the case of the Option Closing Date, the number of Additional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Additional Shares in accordance with the terms hereof, and the number of such Shares shall not exceed ten percent (10%) of the Initial Shares or Additional Shares required to be purchased on the Closing Date or the Option Closing Date, as the case may be, then, each of the non-defaulting Underwriters shall purchase and pay for (in addition to the number of such Shares which it or they have has severally agreed to purchase hereunder, and ) that proportion of the aggregate number of Firm Shares that such which the defaulting Underwriter or Underwriters agreed but shall have so failed or refused to purchase is not more than one-tenth of on such Closing Date or Option Closing Date, as the aggregate number of Firm Sharescase may be, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 be purchased by such non-defaulting Underwriter bears to the aggregate number of Firm Shares which so agreed to be purchased by all such non-defaulting Underwriters have so agreed to purchaseon such Closing Date or Option Closing Date, or in such other proportions as the Representative case may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterbe. In any such case either the Representative or the Company case, you shall have the right to postpone the Closing Date, but Date specified in no event for longer than Section 3 and Section 4 hereof to a date not exceeding seven days, full business days after the date originally fixed as such Closing Date pursuant to said Sections 3 and 4 in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effectedmade. If any Underwriter one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or Section 11 hereof) to purchase any Firm and pay for (a) in the case of the Closing Date, the number of Initial Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which be purchased by such defaulting Underwriter or Underwriters agreed but failed upon tender to you of such Initial Shares in accordance with the terms hereof or refused to purchase exceeds one-tenth (b) in the case of the aggregate Option Closing Date, the number of Additional Shares agreed to be purchased by such Underwriter or Underwriters upon tender to you of such Additional Shares in accordance with the Firm Shares and arrangements satisfactory to the Representative terms hereof, and the Company for the purchase number of such Firm Shares are not made shall exceed ten percent (10%) of the Initial Shares or Additional Shares required to be purchased by all the Underwriters on the Closing Date or the Option Closing Date, as the case may be, then (unless within 48 hours after such defaultdefault arrangements to your satisfaction shall have been made for the purchase of the defaulted Shares by an Underwriter or Underwriters) and subject to the provisions of Section 11(b) hereof, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or on the part of the Company except as otherwise provided in Section 7 and Section 9 hereof. As used in this Agreement, the term "Underwriter" includes any person substituted for the purchase or sale of any Shares an Underwriter under this Agreementparagraph. Any Nothing in this Section 12, and no action taken pursuant to this Section 10 hereunder, shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Securities agreed to be purchased hereunder on such Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of the Underwriters shall fail non-defaulting Underwriters, or refuse any other underwriters, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled, in its sole discretion, to a further period of 36 hours within which to procure another party or other parties satisfactory to the Underwriters to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Firm Shares Securities of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on such Closing Date does not exceed one-eleventh of the aggregate number of all the Securities that it or they all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder, and ) of the aggregate number Securities of Firm Shares that such defaulting Underwriter or Underwriters agreed for which such arrangements have not been made; but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters nothing herein shall be obligated, severally and not jointly, to purchase the Firm Shares that such relieve a defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriterfrom liability for its default. In any such case case, either the Representative or the Company shall have the right to postpone the applicable Closing Date, but in no event Date for longer a period of not more than seven days, days in order that the required changes, if any, in to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement or the Prospectus or which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary. If, after giving effect to any other documents or arrangements may be effected. If any for the purchase of the Securities of a defaulting Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder by the Representative and the Company as provided above, the aggregate number of Firm Shares such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase remain unpurchased exceeds one-tenth 10% of the aggregate number of all the Firm Shares Securities to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the First Closing Date, the obligations of the Underwriters to purchase and arrangements satisfactory to the Representative and of the Company for to sell the purchase of Option Shares to be purchased and sold on such Firm Shares are not made within 48 hours after such defaultdate, this Agreement will terminate shall terminate, without liability on the part of any non-defaulting Underwriter or to the Company for Company, and without liability on the purchase or sale part of any Shares under this Agreementthe Company, except as provided in Sections 4(b), 5 and 6(b). Any action taken pursuant to The provisions of this Section 10 8 shall not relieve in any way affect the liability of any defaulting Underwriter from liability in respect of any default to the Company or the nondefaulting Underwriters arising out of such Underwriter default. The term “Underwriter” as used in this Agreement shall include any person substituted under this AgreementSection 8 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

Substitution of Underwriters. If any one or more of the ---------------------------- Underwriters shall fail or refuse to purchase any of the Firm Shares that Securities which it or they have agreed to purchase hereunder, and the aggregate number principal amount of Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number principal amount of Firm SharesSecurities, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number principal amount of Firm Shares that Securities which they have respectively agreed to purchase pursuant to Section 1 I bears to the aggregate number principal amount of Firm Shares Securities which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number principal amount of Firm Shares that Securities which any Underwriter has become obligated to purchase pursuant to Section 1 I be increased pursuant to this Section 10 8 by more than one-ninth of such number the principal amount of Firm Shares Securities agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Securities and the aggregate principal amount of Firm Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate principal amount of the Firm Securities and arrangements satisfactory to the Representatives and the Company for the purchase of such Firm Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Securities under this Agreement. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters ---------------------------- shall fail or refuse to purchase any of the Firm Shares that which it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointlyseverally, to purchase the Firm Shares that which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that which they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that which any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such the number of Firm Shares agreed to be purchased by such Underwriter without the prior written consent of such Underwriter. In any such case either the Representative or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company for the purchase or sale of any Shares under this Agreement. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and in the Prospectus or in any other documents or arrangements may be effected. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Substitution of Underwriters. If for any reason one or more of the Underwriters shall fail fails or refuse refuses (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 5 or Section 9 of this Agreement) to purchase any of and pay for the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that agreed to be purchased by such Underwriter or Underwriters, the Company shall immediately give notice thereof to the Representative and the non- defaulting Underwriters shall have the right within 24 hours after the receipt by the Representative of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon among the Representative and such purchasing Underwriter or Underwriters agreed but failed and upon the terms set forth herein, all or refused to purchase is not more than one-tenth any part of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase. If the non-defaulting Underwriters fail to make such arrangements with respect to all such Shares, in the proportions which the number of Firm Shares that they have respectively each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining Shares that the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares that the defaulting Underwriter or Underwriters agreed to purchase pursuant to Section 1 bears to if the aggregate number of Firm such Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as exceeds 10% of the Representative may specify; provided that in no event shall the maximum total number of Firm Shares that any Underwriter has become obligated all Underwriters agreed to purchase pursuant to Section 1 be increased pursuant to under this Section 10 by more than one-ninth of such Agreement. If the total number of Firm Shares without that the prior written consent defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within 24 hours next succeeding the first 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such UnderwriterShares on the terms set forth in this Agreement. In any such case case, either the Representative you or the Company shall have the right to postpone the Closing Date, but Date determined as provided in no event Section 2(c) of this Agreement for longer not more than seven days, business days after the date originally fixed as the Closing Date pursuant to said Section 2(c) in order that the required changes, if any, any necessary changes in the Registration Statement and Statement, the Prospectus or in any other documents or arrangements may be effectedmade. If any Underwriter or neither the non-defaulting Underwriters shall fail or refuse to nor the Company makes arrangements within the time periods provided in the first three sentences of the first paragraph of this Section 8 for the purchase any of all the Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative and the Company for the purchase of such Firm Shares are not made within 48 hours after such defaulthereunder, this Agreement will terminate shall be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter (except as provided in Section 4 or Section 7 of this Agreement) and without any liability on the part of any non-defaulting Underwriter or to the Company for (except to the purchase or sale extent provided in Section 7 of any Shares under this Agreement). Any Nothing in this Section 8, and no action taken pursuant to this Section 10 hereunder, shall not relieve any defaulting Underwriter from liability in respect of liability, if any, to the Company or any non-defaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreement.

Substitution of Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase any of the Firm Shares that it or they have agreed to purchase hereunder, and the aggregate number of Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of Firm Shares, the other Underwriters shall be obligated, severally and not jointly, to purchase the Firm Shares that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, in the proportions which the number of Firm Shares that they have respectively agreed to purchase pursuant to Section 1 bears to the aggregate number of Firm Shares which all such non-defaulting Underwriters have so agreed to purchase, or in such other proportions as the Representative Representatives may specify; provided that in no event shall the maximum number of Firm Shares that any Underwriter has become obligated to purchase pursuant to Section 1 be increased pursuant to this Section 10 9 by more than one-ninth of such number of Firm Shares without the prior written consent of such Underwriter. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. If any Underwriter or Underwriters shall fail or refuse to purchase any Firm Shares that it or they agreed to purchase hereunder and the aggregate number of Firm Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds one-tenth of the aggregate number of the Firm Shares and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or and the Company for the purchase or sale of any Shares under this Agreement. Any action taken pursuant to this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.