Common use of Default of One or More of the Several Underwriters Clause in Contracts

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number of the Offered Units to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units and the aggregate number of Offered Units with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Company and the Company Attorneys-in-Fact for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”), 10 and Section 9 (“Contribution”) 11 hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company and the Attorneys-in-Fact shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1012. Any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Lead Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Common Shares and the aggregate number of Offered Units Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Lead Representative, the Company and the Company Selling Stockholder for the purchase of such Offered Units Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Lead Representative or the Company shall have the right to postpone the First Closing Date and either the Lead Representative or the Non-Management Selling Stockholders shall have the right to postpone the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, and in the proportions that the number of Firm Offered Units Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Common Shares and the aggregate number of Offered Units Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 6, Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), and Section 8 7 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Debentures that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Debentures to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Debentures set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Debentures and the aggregate number principal amount of Offered Units Debentures with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Debentures to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Debentures are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of Firm Offered Units such Notes set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number principal amount of Firm Offered Units such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Notes and the aggregate number principal amount of Offered Units such Notes with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Notes are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party the non-defaulting Underwriters or the Company, except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)8, 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability to the Company in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Securities Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Securities Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)‎Section 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)‎Section 7, Section 8 (“Indemnification”), ‎Section 9 and Section 9 (“Contribution”) ‎Section 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Securities Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 11. Any action taken under this Section 10 ‎Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Notes, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of Firm Offered Units such Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Securities and the aggregate number principal amount of Offered Units such Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)8, 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number aggregate principal amount of Firm Offered Units Notes set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Notes and the aggregate number principal amount of Offered Units Notes with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Notes are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), 7 and Section 9 (“Contribution”) 8 shall at all times be effective and shall survive such terminationtermination with respect to any non-defaulting Underwriter. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Common Shares and the aggregate number of Offered Units Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party (other than the defaulting Underwriter(s)) to any other party except that the expenses to be paid by the Company under the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”)4, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)‎Section 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)‎Section 7, Section 8 (“Indemnification”), ‎Section 9 and Section 9 (“Contribution”) ‎Section 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 11. Any action taken under this Section 10 ‎Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number total principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number total principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number total principal amount of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number total principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number total principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number total principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate ACTIVE 228400414v.4 principal amounts of Firm Offered Units such Notes set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Notes and the aggregate number principal amount of Offered Units such Notes with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Notes to be purchased on such date, date and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Notes are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)8, 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)8, Section 9 and Section 9 (“Contribution”) 14 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven (7) days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Optional Closing Date, as the case may beif any, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of Firm Offered Units the Initial Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units the Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-non- defaulting Underwriters, to purchase the Offered Units such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Initial Securities and the aggregate number principal amount of Offered Units such Initial Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. If, on an Optional Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Option Securities and the aggregate principal amount of such Option Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Option Securities to be purchased on such date, the Representatives with the consent of the non-defaulting Underwriters shall have the option to (i) terminate the Underwriters’ obligation hereunder to purchase the Option Securities to be sold on such Optional Closing Date or (ii) purchase not less than the number of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, and date (the aggregate number principal amount of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase, the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then: (i) if the number of Defaulted Securities does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions proportion that the number aggregate principal amounts of Firm Offered Units such Notes set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears bear to the aggregate number principal amount of Firm Offered Units such Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on date or (ii) if the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units and the aggregate number of Offered Units with respect to which such default occurs Defaulted Securities exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Notes are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)8, 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares and Warrants that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares and Warrants to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares and Warrants by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares and Firm Warrants set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Shares and Firm Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and Warrants and the aggregate number of Offered Units Shares and Warrants with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares and Warrants to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares and Warrants are not made within forty-eight (48) 24 hours after such default, this Agreement or the obligation to purchase Shares and Warrants on an Option Closing Date, as applicable, shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”‎Sections 5(a)(viii), Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)8, 10 and Section 9 (“Contribution”) 12 shall at all times be effective and shall survive such termination. In any case where such casea default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares and Warrants on the Closing Date or an Option Closing Date, as applicable, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as all of the case may be, conditions set forth in Section 6 have been satisfied and any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as all of the case may be, conditions set forth in Section 6 have been satisfied and any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Selling Stockholder and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such defaultdefault or such longer period as specified in the next sentence, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”5(i), Section 8 (“Indemnification”), and in Section 9 (“Contribution”) 15 shall at all times be effective and shall survive such termination. In any such casecase any of the Representatives, either the Representative Selling Stockholder or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 36 hours after such default, this Agreement or the obligation to purchase Shares on an Additional Closing Date, as applicable, shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”)‎Sections 5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 10 and Section 9 (“Contribution”) 12 shall at all times be effective and shall survive such termination, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters of its or their liability to the other Underwriters and the Company for damages occasioned by its or their default hereunder. In any case where such casea default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Delivery Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of all the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number aggregate principal amount of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto B bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Delivery Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), 7 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Delivery Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, . If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 7 and 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase the Securities hereunder constitutes a BRRD Liability (as defined below) or a UK Bail-In Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) or the relevant UK resolution authority of its powers under the relevant Bail-in Legislation as set forth in Section 21 with respect to such BRRD Liability or UK Bail-In Liability, such Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Underwriters. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company Issuers for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)8, Section 9, Section 13 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company Issuers shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that (i) the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination, and (ii) any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units the Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units the Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units the Securities and the aggregate number principal amount of Offered Units the Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units the Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company Issuers for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)8, Section 9, Section 13 and Section 9 (“Contribution”) 18 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company Issuers shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, . If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1018. Any action taken under this Section 10 18 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. IfIf any one or more Underwriters shall fail to purchase and pay for any of the Stock agreed to be purchased by such Underwriter hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the number of shares of the Stock set forth opposite their names in Schedule A hereto bears to the aggregate number of shares of the Stock set forth opposite the names of all the remaining Underwriters) the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate number of shares of the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate number of shares of the Stock agreed to be purchased on the First Closing Date or the Second Closing DateDate of Delivery, as the case may be, the remaining Underwriters shall have the right to purchase all, but shall not be under any one or more obligation to purchase any, of the several Stock, and if such nondefaulting Underwriters shall fail or refuse do not purchase all the Stock, this Agreement or, with respect to purchase Offered Units that it or they have agreed the Date of Delivery, the obligation of the Underwriters to purchase hereunder on such datepurchase, and the aggregate number of Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused Selling Stockholder to purchase does not exceed ten percent (10%) of sell, the aggregate number of the Offered Units Option Stock to be purchased and sold on such dateDate of Delivery, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units and the aggregate number of Offered Units with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units are not made within forty-eight (48) hours after such default, this Agreement shall will terminate without liability of any party to any other party nondefaulting Underwriter, the Selling Stockholder or the Company, except that the provisions of Section 5 (“Payment of Expenses”)Sections 7, Section 6 (“Reimbursement of Underwriters’ Expenses”)9, Section 8 (“Indemnification”)10, 14, 15, 16, 17 and Section 9 (“Contribution”) 22 shall at all times be effective and shall survive such termination. In the event of a default by any such caseUnderwriter as set forth in this Section 11 which does not result in a termination of this Agreement or, either in the Representative or case of the Company shall have Date of Delivery, which does not result in a termination of the right obligation of the Underwriters to postpone purchase, and the First Closing Date or Selling Stockholder to sell, the Second Closing Daterelevant Option Stock, as the case may be, but in no event the Closing Date or the Date of Delivery, as the case may be, shall be postponed for longer than seven days such period, not exceeding five business days, as the Underwriters shall determine in order that the required changes, if any, changes to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used Nothing contained in this Agreement, the term “Underwriter” Agreement shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company, the Selling Stockholder or any nondefaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party (except the defaulting underwriters) except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”)5, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by the Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, . If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company Laredo Parties for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section Sections 6 (“Reimbursement of Underwriters’ Expenses”), Section and 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Underwriters or the Company Laredo Parties shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units the Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of Firm Offered Units such Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Securities and the aggregate number principal amount of Offered Units such Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements reasonably satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of the Company or any party to any other party non-defaulting Underwriter except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as all of the case may be, conditions set forth in Section 6 have been satisfied and any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as all of the case may be, conditions set forth in Section 6 have been satisfied and any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Selling Stockholders and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such defaultdefault or such longer period as specified in the next sentence, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”5(i), Section 8 (“Indemnification”), and in Section 9 (“Contribution”) 15 shall at all times be effective and shall survive such termination. In any such casecase any of the Representatives, either the Representative Selling Stockholders or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any If one or more of the several Underwriters shall fail or refuse on the Closing Date or Date of Delivery to purchase Offered Units that the Securities which it or they have agreed are obligated to purchase hereunder on such dateunder this Agreement (the “Defaulted Securities”), and the aggregate number of Offered Units Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears underwriting obligations hereunder bear to the aggregate number of Firm Offered Units set forth opposite the names underwriting obligations of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Defaulted Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number amount of Offered Units the Securities to be purchased on such date, and arrangements satisfactory to the Representative Underwriters and the Company Issuer for the purchase of such Offered Units Defaulted Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)7, 8, 10, 15 and Section 9 (“Contribution”) 16 hereof shall at all times be effective and shall survive such termination. In any such case, either case the Representative or Underwriters and the Company Issuer shall have the right to postpone the First Closing Date or the Second Closing Daterelevant Date of Delivery, as the case may be, but in no event for longer than a period not exceeding seven days in order that the to effect any required changes, if any, to changes in the Registration Statement and Statement, the Pricing Disclosure Package or the Prospectus or in any other documents or arrangements may be effectedarrangements. No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1017. Any action taken under this Section 10 17 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)8, Section 9 and Section 9 (“Contribution”) 14 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (the “List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (the “Payment of Expenses”), Section 6 (the “Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)8, Section 9, Section 13 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Units the Firm Shares or Option Shares, as applicable, that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Firm Shares or Option Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Firm Shares or Option Shares, as applicable, to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Firm Shares or Option Shares, as applicable, by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares and Option Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares and Option Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Firm Shares and Option Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Units Firm Shares or Option Shares and the aggregate number of Offered Units Firm Shares and Option Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Firm Shares or Option Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Firm Shares and Option Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”)4, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), and Section 8 7 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may beany Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may beany Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may beany applicable Date of Delivery, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto ---------- bears to the aggregate number of Firm Offered Units Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Common Shares and the aggregate number of Offered Units Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party (other than the defaulting Underwriter(s)) to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representative may make arrangements satisfactory (i) to the Company for the purchase of the Firm Shares and (ii) the Selling Stockholders holding a majority of the Optional Shares for the purchase of such Optional Shares, by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units with respect to Securities which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Firm Units or Series B Warrants that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Firm Units and Series B Warrants to be purchased on the Closing Date, the Representative may make arrangements reasonably satisfactory to the Company for the purchase of such Firm Units and Series B Warrants by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units and Series B Warrants set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units and Series B Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Firm Units and Series B Warrants which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such datethe Closing Date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Firm Units and Series B Warrants and the aggregate number of Offered Firm Units and Series B Warrants with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Firm Units and Series B Warrants to be purchased on such dateClosing Date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Firm Units and Series B Warrants are not made within forty-eight (48) 24 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), 5(a)(vii) and Section 9 (“Contribution”) 7 shall at all times be effective and shall survive such termination. In any case where such casea default does not result in a termination of this Agreement, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Final Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party non-defaulting Underwriter or the Company except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)7, Section 8, Section 14 and Section 9 (“Contribution”) 15 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Disclosure Package, the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such dateat the Closing Time, and the aggregate number of Offered Units which Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units which principal amount of Securities that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such dateat the Closing Time. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such dateat the Closing Time, and arrangements satisfactory to the Representative Underwriters and the Company Partnership for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 7, 8 (“Indemnification”), and Section 9 (“Contribution”) 16 hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Underwriters or the Company Partnership shall have the right to postpone the First Closing Date or the Second Closing DateTime, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased hereunder on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased hereunder on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, . If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company Laredo Parties for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section Sections 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) 7 hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Underwriters or the Company Laredo Parties shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number of Firm Offered Units such Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto 1 bears to the aggregate number of Firm Offered Units such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Securities and the aggregate number of Offered Units such Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”)8, 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “UnderwriterUnderwriters” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours two business days after such default, the Company or the Representatives shall have the right to terminate this Agreement shall terminate without liability on the part of any party to any other party non-defaulting Underwriter, except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), 7 and Section 9 (“Contribution”) 14 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement Statement, the General Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units the Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)9, Section 10 and Section 9 (“Contribution”) 20 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Debentures that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Debentures to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number aggregate principal amount of Firm Offered Units Debentures set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Debentures and the aggregate number principal amount of Offered Units Debentures with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Debentures to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Debentures are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party (except the defaulting underwriters) except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”)5, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing any Delivery Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto 1 bears to the aggregate number of Firm Offered Units Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing any Delivery Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Common Shares and the aggregate number of Offered Units Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Delivery Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 107. Any action taken under this Section 10 7 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units any Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units any Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units such Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units any Securities and the aggregate number principal amount of Offered Units such Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second any Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may bea Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may bea Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Offered Units the Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”)10, Section 11 and Section 9 (“Contribution”) 20 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may beDate of Delivery, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1012. Any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)8, Section 12, Section 15 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase the Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of remaining non-defaulting Underwriters shall be obligated to purchase the Offered Units which such Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number of the Offered Units to be purchased on such date, the other Underwriters shall be obligated, severally, date in the respective proportions that which the number of Firm Offered Units Shares set forth opposite their respective names on the name of each remaining non-defaulting Underwriter in Schedule A (“List of Underwriters”) attached hereto bears to the aggregate total number of Firm Offered Units Shares set forth opposite the names of all such the remaining non-defaulting UnderwritersUnderwriters in Schedule A hereto; provided, or in such other proportions as may be specified by however, that the Representative with the consent of the remaining non-defaulting Underwriters, Underwriters shall not be obligated to purchase any of the Offered Units which Shares on such date if the total number of Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more date exceeds 10% of the Underwriters shall fail or refuse to purchase Offered Units and the aggregate total number of Offered Units with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units Shares to be purchased on such date. If the foregoing maximum is exceeded, and arrangements the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative and who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all Offered Shares to be purchased on such date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase of the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Offered Units are not made within forty-eight (48) hours after such defaultdate, this Agreement (or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Optional Shares on such date) shall terminate without liability on the part of any party to any other party non-defaulting Underwriter and the Company, except that the provisions Company will continue to be liable for the payment of expenses to the extent set forth in Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), 4 and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected7. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 10, purchases Offered Shares. Nothing contained herein shall be deemed to include any person substituted for relieve a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of such Underwriter under this Agreementa defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, and in the proportions that the number of Firm Offered Units Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Common Shares and the aggregate number of Offered Units Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 24 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”)‎Sections 5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 10 and Section 9 (“Contribution”) 12 shall at all times be effective and shall survive such termination. In any case where such casea default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units that it or they have and pay for any of the Securities agreed to be purchased by such Underwriter hereunder and such failure to purchase hereunder on such dateshall constitute a default in the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule A hereto bears to the aggregate number amount of Offered Units Securities set forth opposite the names of all the remaining Underwriters) the Securities which such the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of purchase; provided, however, that in the event that the aggregate number amount of Securities which the Offered Units to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units and the aggregate number of Offered Units with respect to which such default occurs exceeds ten percent (exceed 10%) % of the aggregate number amount of Offered Units Securities set forth in Schedule A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be purchased on such dateunder any obligation to purchase any, of the Securities, and arrangements satisfactory to if such non-defaulting Underwriters do not purchase all the Representative and the Company for the purchase of such Offered Units are not made within forty-eight (48) hours after such defaultSecurities, this Agreement shall will terminate without liability of any party to any other party non-defaulting Underwriter or the Company, except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)8, Section 14 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In the event of a default by any such caseUnderwriter as set forth in this Section 9, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Dateshall be postponed for such period, not exceeding five business days, as the case may be, but in no event for longer than seven days Underwriters shall determine in order that the required changes, if any, changes to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used Nothing contained in this Agreement, the term “Underwriter” Agreement shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of its liability, if any, to the Company or any nondefaulting Underwriter for damages occasioned by its default of such Underwriter under this Agreementhereunder.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 36-hour period, then: (i) if the aggregate number principal amount of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number principal amount of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number aggregate principal amount of Firm Offered Units Notes set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on ; or (ii) if the First Closing Date aggregate principal amount of Notes which such defaulting Underwriter or the Second Closing Date, as the case may be, any one Underwriters agreed but failed or more of the Underwriters shall fail or refuse refused to purchase Offered Units and the aggregate number of Offered Units with respect to which such default occurs exceeds ten percent (10%) of the aggregate number principal amount of Offered Units Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”), and Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven five (5) business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement, the Prospectus and any other documents that effects any such changes. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If the aggregate principal amount of Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total principal amount of Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five (5) business day period stated above for the purchase of all the Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company except that the provisions of Section 5, Section 6 and Section 8 shall at all times be effective and shall survive such termination. Nothing in this Section 10, and no action taken hereunder, shall relieve any defaulting Underwriter from any liability it may have to the Company or any non-defaulting Underwriter in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Class B Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Class B Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Class B Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Class B Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Class ---------- B Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Class B Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Class B Common Shares and the aggregate number of Offered Units Class B Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Class B Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Class B Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”)4, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Optional Closing Date, as the case may beif any, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of the Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of the Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Firm Securities and the aggregate number principal amount of Offered Units such Firm Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Firm Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. If, on an Optional Closing Date, any one or more of the Underwriters shall fail or refuse to purchase such Additional Securities and the aggregate principal amount of such Additional Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Additional Securities to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Securities to be sold on such Optional Closing Date or (ii) purchase not less than the number of Additional Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company Selling Shareholder for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), 7 and Section 9 (“Contribution”) 8 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company Selling Shareholder shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party and the Company shall have no liability to reimburse the Underwriters for the fees and disbursements of counsel to the Underwriters (including reasonable fees related to clauses (vi) and (vii) of Section 5) or any other out-of-pocket expenses that shall have been incurred by the Underwriters, except that (i) the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”)5, Section 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination, and (ii) any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number principal amount of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units the Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, and unless the Closing Date is postponed pursuant to this Section 12, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”), 10 and Section 9 (“Contribution”) 11 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1012. Any action taken under this Section 10 12 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. Section 12.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) of the aggregate number of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Notes set forth opposite their respective names on Schedule A (the “List of the Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Notes and the aggregate number of Offered Units Notes with respect to which such default occurs exceeds ten percent (10%) of the aggregate number of Offered Units Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Notes are not made within forty-eight (48) hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), and Section 8 7 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven business days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)‎Section 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)‎Section 7, Section 8 (“Indemnification”), ‎Section 9 and Section 9 (“Contribution”) ‎Section 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 11. Any action taken under this Section 10 ‎Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, . If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 7 and 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.this

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units to be purchased on such date, Jefferies may make arrangements satisfactory to the Company for the purchase of such Units by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Jefferies with the consent of the non-defaulting Underwriters, to purchase the Offered Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units and the aggregate number of Offered Units with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units to be purchased on such date, and arrangements satisfactory to the Representative Jefferies and the Company for the purchase of such Offered Units are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, either the Representative Jefferies or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units the Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached I hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”), Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such terminationparty. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. (a) If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”), Section 8 (“Indemnification”), 7 and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Mortgage Bonds that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Mortgage Bonds, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Mortgage Bonds, to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of Firm Offered Units such Mortgage Bonds set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units such Mortgage Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Mortgage Bonds which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Mortgage Bonds and the aggregate number principal amount of Offered Units such Mortgage Bonds with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Mortgage Bonds to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Mortgage Bonds are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), 7 and Section 9 (“Contribution”) 15 hereof shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 108. Any action taken under this Section 10 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Stock that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units shares of Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of shares of the Offered Units Stock to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Stock set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of shares of Firm Offered Units Stock set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Stock which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Stock and the aggregate number of Offered Units shares of Stock with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units shares of Stock to be purchased on such date, and arrangements satisfactory to the Representative Representatives, the Selling Stockholder and the Company for the purchase of such Offered Units Stock are not made within forty-eight (48) 48 hours after such default, this Agreement (or, with respect to any Option Stock Closing Date, the obligation of the Underwriters to purchase, and of the Selling Stockholder to sell, the Option Stock) shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)6, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second any Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Common Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Common Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Common Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Common Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Common Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Common Shares and the aggregate number of Offered Units Common Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Common Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Common Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party the non-defaulting Underwriters, the Selling Stockholders or the Company to any other party to this Agreement except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “"Underwriter” " shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, . If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 7 and 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 17 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities of any applicable series that it or they have agreed to purchase hereunder on such datethe Closing Date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities of the applicable series to be purchased on such date, the other Underwriters of such series shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities of such series set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities of such series set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters of such series with the consent of the non-defaulting UnderwritersUnderwriters of such series, to purchase the Offered Units applicable Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, . If any one or more of the Underwriters of any series shall fail or refuse to purchase Offered Units Securities of such series and the aggregate number of Offered Units Securities of such series with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities of such series to be purchased on such datethe Closing Date, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate with respect to such series without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 7 and 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination. In any such case, case either the Representative applicable Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. For the avoidance of doubt, to the extent an Underwriter’s obligation to purchase the Securities hereunder constitutes a BRRD Liability (as defined below) or a UK Bail-In Liability (as defined below) and such Underwriter does not, at the Closing Time, purchase the full amount of the Securities that it has agreed to purchase hereunder due to the exercise by the Relevant Resolution Authority (as defined below) or the relevant UK resolution authority of its powers under the relevant Bail-in Legislation as set forth in Section 21 with respect to such BRRD Liability or UK Bail-In Liability, such Underwriter shall be deemed, for all purposes of this Section 16, to have defaulted on its obligation to purchase such Securities that it has agreed to purchase hereunder but has not purchased, and this Section 16 shall remain in full force and effect with respect to the obligations of the other Underwriters. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares and Warrants set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares and Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units with respect to Securities which such default occurs defaulting Underwriter or Underwriters agreed but failed or refused to purchase exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares and Pre-Funded Warrants set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares and Pre-Funded Warrants set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions proportion that the number aggregate principal amounts of Firm Offered Units such Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units such Securities and the aggregate number principal amount of Offered Units such Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 24 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”)Sections 5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)9, 12, 13 and Section 9 (“Contribution”) 14 shall at all times be effective and shall survive such termination. In any case where such casea default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on the Closing Date or an Option Closing Date, as applicable, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number principal amount of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units the Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, and unless the Closing Date is postponed pursuant to this Section 11, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 of this Agreement shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number aggregate principal amount of Firm Offered Units Notes set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Notes and the aggregate number principal amount of Offered Units Notes with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Notes to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Notes are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), 7 and Section 9 (“Contribution”) 8 shall at all times be effective and shall survive such terminationtermination with respect to any non-defaulting Underwriter. In any such case, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 24 hours after such default, this Agreement or the obligation to purchase Shares on an Option Closing Date, as applicable, shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”‎Sections 5(a)(viii), Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 10 and Section 9 (“Contribution”) 12 shall at all times be effective and shall survive such termination. In any case where such casea default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Option Closing Date, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 9. Any action taken under this Section 10 ‎Section 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Additional Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto I bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second applicable Additional Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 24 hours after such default, this Agreement or the obligation to purchase Shares on an Additional Closing Date, as applicable, shall terminate without liability of any party to any other party party, except that the provisions of Section 5 (“Payment of Expenses”)‎Sections 5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 10 and Section 9 (“Contribution”) 12 shall at all times be effective and shall survive such termination. In any case where such casea default does not result in a termination of this Agreement or the obligation of the Underwriters to purchase Shares on an Additional Closing Date, either the Representative or the Company shall have the right to postpone the First Closing Date or the Second applicable Additional Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus Prospectuses or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10‎Section 8. Any action taken under this Section 10 ‎Section 8 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number principal amount of Firm Offered Units Securities to be purchased set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number principal amount of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)5, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”)8, Section 12 and Section 9 (“Contribution”) 15 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such dateat the Closing Time, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Underwriters with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such dateat the Closing Time. If, on the First Closing Date or the Second Closing Date, as the case may be, If any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such dateat the Closing Time, and arrangements satisfactory to the Representative Underwriters and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 7 and 8 (“Indemnification”), and Section 9 (“Contribution”) hereof shall at all times be effective and shall survive such termination, but nothing herein shall relieve a defaulting Underwriter from liability for its default. In any such case, case either the Representative Underwriters or the Company shall have the right to postpone the First Closing Date or the Second Closing DateTime, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement Statement, the General Disclosure Package and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1016. Any action taken under this Section 10 16 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Securities to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Securities set forth opposite their respective names on Schedule Section A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second any Option Closing Date, as the case may be, Date any one or more of the Underwriters shall fail or refuse to purchase Offered Units Securities and the aggregate number of Offered Units Securities with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Securities are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase the Offered Units Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number of the Offered Units Shares to be purchased on such date, the Representative may make arrangements satisfactory to the Company for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the number of Firm Offered Units Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number of Firm Offered Units Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Offered Units Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Shares and the aggregate number of Offered Units Shares with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number of Offered Units Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Shares are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)7, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 10 shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Debentures that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Debentures to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the number of Firm Offered Units Debentures set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears Abears to the aggregate number principal amount of Firm Offered Units Debentures set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-non- defaulting Underwriters, to purchase the Offered Units Debentures which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second a Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Debentures and the aggregate number principal amount of Offered Units Debentures with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Debentures to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Offered Units Debentures are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)4, Section 6 (“Reimbursement of Underwriters’ Expenses”)6, Section 8 (“Indemnification”), and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case, case either the Representative or the Company shall have the right to postpone the First Closing Date or the Second a Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Offered Units Notes that it or they have agreed to purchase hereunder on such date, and the aggregate number principal amount of Offered Units Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10%) % of the aggregate number principal amount of the Offered Units Notes to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that proportion to the number aggregate principal amounts of Firm Offered Units Notes set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate number principal amount of Firm Offered Units Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Units such Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Offered Units Notes and the aggregate number principal amount of Offered Units such Notes with respect to which such default occurs exceeds ten percent (10%) % of the aggregate number principal amount of Offered Units Notes to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Offered Units Notes are not made within forty-eight (48) 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 5 (“Payment of Expenses”)Sections 4, Section 6 (“Reimbursement of Underwriters’ Expenses”)8, Section 8 (“Indemnification”), 9 and Section 9 (“Contribution”) 17 shall at all times be effective and shall survive such termination. In any such case, either the Representative Representatives or the Company shall have the right to postpone the First Closing Date or the Second Closing Date, as the case may be, but in no event for longer than seven days days, in order that the required changes, if any, to the Registration Statement and Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.