shall have become aware after the date hereof
of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market
conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery
of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
8.4. Expenses. Notwithstanding
anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above,
in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket
expenses related to the transactions contemplated herein then due and payable and upon demand the Company shall pay the full amount
thereof to the Representative on behalf of the Underwriters.
8.5. Indemnification. Notwithstanding
any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or
not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall not be
in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
9.1. Notices. All
communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), personally delivered or sent by facsimile transmission and confirmed and shall be
deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.
If to the Representative:
JMP Securities LLC
600 Montgomery Street
San Francisco, California 94111
Attention: Equity Capital Markets
Fax #: 415-263-1336
with a copy (which shall not constitute notice) to:
1095 Avenue of the Americas
New York, NY 10036
Attention: David S. Rosenthal
Fax #: 212-698-0416
If to the Company: