Common use of Effective Date and Termination Clause in Contracts

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective upon its execution and delivery by Dealer Manager, the Company and you. Until the Minimum Subscription Closing Date, this Agreement may be terminated by you or Dealer Manager at 1:00 p.m.your or its option by giving written notice to the other and the Company if: (a) the Company shall have become a defendant in any litigation which, St. Louis timein Dealer Manager's or your opinion, on may reasonably be expected to result in a judgment having materially adverse consequences for the first business day following Company or there shall have been, since the effective date respective dates as of the Registration Statement, or at such earlier time after the effective date of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, of the Company, which change in Dealer Manager's or your judgment shall render it inadvisable to proceed with the delivery of the Shares, or (b) there shall have been any important change in market levels, major catastrophe, substantial change in national, international or world affairs, national calamity, postal strike, act of God, or other event or occurrence which, in Dealer Manager's or your judgment, will materially disrupt the financial markets of the United States, or (c) trading in securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on such Exchange by the Commission or by such Exchange, or (d) a general banking moratorium shall have been declared by federal or state authorities, or (e) the Company has terminated the offering of Shares as provided in Section 2 hereof, or (f) the Company is in breach of this Agreement or the Dealer Manager Agreement and has failed to cure such breach within 30 days notice from you in your discretion shall first release the Shares for offering or Dealer Manager to the publicCompany of such breach. Following the Minimum Subscription Closing Date, this Agreement may be terminated by you or Dealer Manager at your or its option by giving written notice to the other and the Company. In any case, this Agreement will terminate at the close of business on the Termination Date; provided, however, that all fees payable to you under the provisions of Section 7 terms and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares conditions hereof shall be deemed to paid when due although this Agreement shall have theretofore been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegramsterminated. Except as otherwise provided in Section 8, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section Paragraph 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 Dealer Manager and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company to you and without liability on your part to Dealer Manager or the Selling ShareholdersCompany, as except with respect to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by lettercompensation earned for accepted subscriptions.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Representative shall notify the Company immediately after the Representative has taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(n) and 7 and 11 hereof shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE or Nasdaq or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Section Sections 5(n) or 7 or hereof. Any notice referred to above may be given at the address specified in Section 11 hereofhereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Representative shall notify the Company immediately after the Representative has taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(n) and 7 and 11 hereof shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE or NASDAQ or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Section Sections 5(n) or 7 or hereof. Any notice referred to above may be given at the address specified in Section 11 hereofhereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This Provided that at least one counterpart of this Agreement shall then have been executed and delivered, this Agreement shall become effective at 1:00 p.m.12:00 noon, St. Louis California time, on of the first full business day following the effective date of the Registration Statement, Statement or at such earlier later time after the effective date of the Registration Statement becomes effective as you in your discretion the Company shall first release the Shares for offering sale to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes purpose of this Section 10(a), section the Shares shall be deemed to have been released for sale to the public upon release by you the Company of correspondence or other notification to Dealer Manager indicating the effectiveness of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersRegistration Statement, whichever shall first occur. (b) This . Until the Minimum Subscription Closing Date, this Agreement may be terminated by you Dealer Manager at any time before it becomes effective in accordance with Section 10(a) Dealer Manager's option by giving written notice to the Company if: (a) the Company shall have become a defendant in any litigation which, in Dealer Manager's opinion, may reasonably be expected to result in a judgment having materially adverse consequences for the Company or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, of the Company, which change in Dealer Manager's judgment shall render it inadvisable to proceed with the delivery of the Shares, or (b) there shall have been any important change in market levels, major catastrophe, substantial change in national, international or world affairs, national calamity, postal strike, act of God, or other event or occurrence which, in Dealer Manager's judgment will materially disrupt the financial markets of the United States, or (c) trading in securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on such Exchange by the Commission or by such Exchange, or (d) a general banking moratorium shall have been declared by federal or state authorities, or (e) the Company has terminated the offering of Shares as provided in SECTION 2 hereof, or (f) the Company is in breach of this Dealer Manager Agreement and has failed to cure such breach within 30 days notice from Dealer Manager to the Selling ShareholdersCompany of such breach. Following the Minimum Subscription Date, this Agreement may be terminated by Dealer Manager at Dealer Manager's option by giving notice to the Company. In any case, his Agreement will terminate at the close of business on the Termination Date; provided, however, that all fees payable to Dealer Manager under the provisions of this Section 10 terms and of Section 7 and Section 11 conditions hereof shall at all times be effectivepaid when due although this Agreement shall have theretofore been terminated. In the event of Except as otherwise provided in Section 8, any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party the Company to any other party except as provided in Sections 7 Dealer Manager and 11 hereof. (d) This Agreement also may be terminated by you, by notice without liability on Dealer Manager's part to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterCompany.

Effective Date and Termination. 10.1 In the event that the court refuses to approve the Agreement or refuses to issue the Approval Order, the Defendants may, at their sole discretion, terminate this Agreement on five (a5) This Business Days written notice from counsel for the Defendants to Class Counsel. 10.2 In the event this Agreement shall become effective at 1:00 p.m.is terminated, St. Louis timethe Settlement Amount, on the first business day following the effective date of the Registration Statementtogether with any interest or other income earned thereon, if any, less any advertising fees paid or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering due and/or less any fees owing to the public; providedAdministrator and/or to Xxxxxx Xxxxx and/or less disbursements incurred by Class Counsel notifying the Class and/or other amounts authorized by the Court shall be returned to counsel for Toro, howeverXxxxxx XxXxxxxx LLP. 10.3 Except as otherwise provided herein, that in the provisions of Section 7 and 11 shall at all times be effective. For event the purposes of this Section 10(a)Agreement is terminated or the Approval Order does not become final, the Shares Parties to this Agreement, including all Class Members, shall be deemed to have been released reverted to their respective status in the Action immediately prior to the public upon release execution of this Agreement and the execution of any term sheet between the Parties and, except as otherwise expressly provided, the Parties shall proceed in all respects as if this Agreement, any term sheet, and any related orders had not been entered into. In addition, the Parties agree that in the event the Settlement is terminated: (a) Any orders entered pursuant to this Agreement shall be deemed null and void and vacated and shall not be used in or cited by you any person or entity in support of the publication of a newspaper advertisement relating to the Shares claims or upon release of telegrams, facsimile transmissions defenses or letters offering the Shares for sale to securities dealers, whichever shall first occur.in support or in opposition; and (b) This this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company shall become null and void, and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination fact of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under used or cited by any liability to person or entity, including in any Underwriter except as provided in Section 7 or Section 11 hereofcontested proceeding. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Provided that at least one counterpart of this Agreement shall then have been executed and delivered, this Agreement shall become effective at 1:00 p.m.12:00 noon, St. Louis California time, on of the first full business day following the effective date of the Registration Statement, Statement or at such earlier later time after the effective date of the Registration Statement becomes effective as you in your discretion the Managing Member shall first release the Shares Units for offering sale to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes purpose of this Section 10(a), section the Shares Units shall be deemed to have been released for sale to the public upon release by you the Managing Member of correspondence or other notification to Dealer Manager indicating the effectiveness of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersRegistration Statement, whichever shall first occur. (b) This . Until the Minimum Subscription Closing Date, this Agreement may be terminated by you Dealer Manager at any time before it becomes effective in accordance with Section 10(a) Dealer Manager's option by giving written notice to the Company Fund and the Selling ShareholdersManaging Manager if: (a) the Fund or the Managing Member shall have become a defendant in any litigation which, in Dealer Manager's opinion, may reasonably be expected to result in a judgment having materially adverse consequences for the Fund or the Managing Member or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, of the Fund or the Managing Member, which change in Dealer Manager's judgment shall render it inadvisable to proceed with the delivery of the Units, or (b) there shall have been any important change in market levels, major catastrophe, substantial change in national, international or world affairs, national calamity, postal strike, act of God, or other event or occurrence which, in Dealer Manager's judgment will materially disrupt the financial markets of the United States, or (c) trading in securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on such Exchange by the Commission or by such Exchange, or (d) a general banking moratorium shall have been declared by federal or state authorities, or (e) the Managing Member has terminated the offering of Units as provided in Section 2 hereof, or (f) the Fund or the Managing Member is in breach of this Dealer Manager Agreement and has failed to cure such breach within 30 days notice from Dealer Manager to the Fund or the Managing Member of such breach. Following the Minimum Subscription Date, this Agreement may be terminated by Dealer Manager at Dealer Manager's option by giving notice to the Fund and the Managing Member. In any case, his Agreement will terminate at the close of business on the Termination Date; provided, however, that all fees payable to Dealer Manager under the provisions of this Section 10 terms and of Section 7 and Section 11 conditions hereof shall at all times be effectivepaid when due although this Agreement shall have theretofore been terminated. In the event of Except as otherwise provided in Section 9, any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability of any party the Fund and the Managing Member to any other party except as provided in Sections 7 Dealer Manager and 11 hereof. (d) This Agreement also may be terminated by you, by notice without liability on Dealer Manager's part to the Company and Fund or the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterManaging Member.

Effective Date and Termination. (a) This Agreement shall become effective upon its execution and delivery by Dealer Manager, the Fund and you. Until the Minimum Subscription Closing Date, this Agreement may be terminated by you or Dealer Manager at 1:00 p.m.either of our option by giving written notice to the other and the Fund and the Managing Member if: (a) the Fund or the Managing Member shall have become a defendant in any litigation which, St. Louis timein Dealer Manager's opinion, on may reasonably be expected to result in a judgment having materially adverse consequences for the first business day following Fund or the effective date Managing Member or there shall have been, since the respective dates as of the Registration Statement, or at such earlier time after the effective date of which information is given in the Registration Statement or the Prospectus, any material adverse change in the condition, financial or otherwise, of the Fund or the Managing Member, which change in Dealer Manager's or your judgment shall render it inadvisable to proceed with the delivery of the Units, or (b) there shall have been any important change in market levels, major catastrophe, substantial change in national, international or world affairs, national calamity, postal strike, act of God, or other event or occurrence which, in Dealer Manager's or your judgment, will materially disrupt the financial markets of the United States, or (c) trading in securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on such Exchange by the Commission or by such Exchange, or (d) a general banking moratorium shall have been declared by federal or state authorities, or (e) the Managing Member has terminated the offering of Units as provided in Section 2 hereof, or (f) the Fund or the Managing Member is in breach of this Agreement or the Dealer Manager Agreement and has failed to cure such breach within 30 days notice from you in your discretion shall first release the Shares for offering or Dealer Manager to the publicFund or the Managing Member of such breach.. Following the Minimum Subscription Closing Date, this Agreement may be terminated by you or Dealer Manager at you or its option by giving written notice to the other and the Fund and the Managing Member. In any case, this Agreement will terminate at the close of business on the Termination Date; provided, however, that all fees payable to you under the provisions of Section 7 terms and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares conditions hereof shall be deemed to paid when due although this Agreement shall have theretofore been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegramsterminated. Except as otherwise provided in Section 8, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section Paragraph 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by youDealer Manager, by notice to the Company Fund and the Selling ShareholdersManaging Member to you and without liability on your part to Dealer Manager, as the Fund or the Managing Member, except with respect to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by lettercompensation earned for accepted subscriptions.

Effective Date and Termination. (a) This 4.1 Except as otherwise provided in Section 4.3, this Agreement shall become effective at 1:00 p.m., St. Louis time, on upon the first business day following the effective date later of the Registration Statementfollowing dates: (a) the date upon which the FERC accepts for filing this Agreement; provided that, if the FERC orders a hearing to determine whether this Agreement is just and reasonable, this Agreement shall not become effective until the date when an order, no longer subject to judicial review, has been issued by the FERC determining this Agreement to be just and reasonable without changes or modifications unacceptable to the Participants; or (b) the date upon which the Rural Utilities Service (“RUS”) approves this Agreement on behalf of Tri-State or is deemed to have approved this Agreement on behalf of Tri-State by virtue of its failure to object to this Agreement within the time prescribed in the Tri-State loan contract with RUS, if such approval is required. 4.2 Following execution by all Participants, PNM shall file a copy of this Agreement with the FERC in a timely manner. In such filing, PNM shall request waiver of applicable FERC notice requirements in order to allow this Agreement to become effective as of the earliest feasible date. All other Participants shall support PNM’s filing by the prompt filing of a certificate or letter of concurrence or intervention in support of the filing. 4.3 Following (a) an order by the FERC or any other regulatory agency having jurisdiction, or at (b) a letter or other communication from the RUS, if any, the Participants shall each review such earlier time order, letter or communication to determine if the FERC, RUS or any agency having jurisdiction has changed or modified a condition or conditions, deleted a condition or conditions, or imposed a new condition or conditions with regard to this Agreement; or has conditioned its approval of this Agreement upon changes or modifications to a condition or conditions, deletion of a condition or conditions or imposition of a new condition or conditions. The Participant receiving such order, letter or communication shall promptly provide a copy of such order, letter or communication to the other Participants. Within fifteen (15) business days after receipt by the effective date other Participants of the Registration Statement as you copy of the order, letter or communication, the Participants shall indicate to each other in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes writing their acceptance or rejection of this Section 10(a)Agreement based upon any changes, modifications, deletions or new conditions required by the FERC, RUS or any agency having jurisdiction. A failure to notify within said fifteen (15) day period shall be the equivalent to a notification of acceptance. If any Participant rejects this Agreement because the FERC, RUS or any agency having jurisdiction has modified a condition, deleted a condition or imposed a new condition in this Agreement, or has conditioned its approval on such a change, modification, deletion or new condition, the Shares shall Participants will be deemed to have been released rejected this Agreement and they shall attempt, in good faith, to renegotiate the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company terms and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination conditions of this Agreement pursuant to Section 9 resolve such changed, modified, deleted or this Section 10(bnew condition to the satisfaction of the Participants within one hundred twenty (120) hereofdays after the date of such order, the Company letter or communication and the Selling Shareholders shall not then be under any liability thereafter to any Underwriter except as provided in Section 7 or Section 11 hereofobtain requisite regulatory approval of such renegotiated agreement. (c) 4.4 This Agreement may be terminated shall continue in force and effect until July 1, 2022, unless otherwise agreed in writing by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereofParticipants. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.the later of (i) the day upon which this Agreement shall have been executed and delivered by the parties hereto, St. Louis or (ii) (ii) at 10:00 a.m. Minneapolis time, on the first full business day following the effective date of the Registration StatementEffective Date, or at such earlier time after the effective date of Effective Date as the Registration Statement as you Representative in your its discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)8, the Shares shall be deemed to have been released to the public upon release by you the Representative of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions a telegram or letters a letter offering the Shares for sale to securities dealers, whichever shall first occur. (b) This The Representative shall have the right to terminate this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you hereinafter specified at any time prior to the First Closing Date, and the option referred to in Section 2(b), if exercised, may be canceled at any time by the Representative by giving such notice to the Company at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date by notice Date, to perform any material agreement on its part to be performed hereunder; (ii) any other condition of the Company and Underwriters' obligations hereunder is not fulfilled; (iii) trading in securities generally on the Selling Shareholders if any condition specified in Section 6 hereof New York Stock Exchange, American Stock Exchange or the Nasdaq Stock Market shall not have been satisfied suspended, or minimum or maximum prices for trading shall have been required or established by the Commission or by any such exchange or the Nasdaq Stock Market; (iv) a banking moratorium shall have been declared by federal, New York or Minnesota authorities; (v) there shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be such as, in the judgment of the Representative, makes it impracticable or prior inadvisable to proceed with the Closing Datecompletion of the sale of and payment for the Shares; (vi) there shall have been the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority, which in the judgment of the Representative materially and adversely affects or will materially and adversely affect the business or operations of the Company; or (vii) there shall be an outbreak of major hostilities (or an escalation thereof) in which the United States is involved or a formal declaration of war by the United States of America shall have occurred or any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in the judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Shares. Any such termination shall be without liability of any party to any other party party, except as provided in Sections 6 and 7 hereof; provided, however, that the Company shall remain obligated to pay costs and expenses to the extent provided in Section 4(i) hereof. (c) If the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 8, it shall notify the Company promptly by telecopy or telephone, confirmed by letter sent to the address specified in Section 11 hereof. If the Company shall elect to prevent this Agreement from becoming effective, it shall notify the Representative promptly by telecopy or telephone, confirmed by letter sent to the address specified in Section 11 hereof. (d) This Agreement also may be terminated by you, by notice to If the Company shall fail at the First Closing Date to sell and deliver the Selling Shareholdersnumber of Shares which it is obligated to sell hereunder, as then this Agreement shall terminate without any liability on the part of any Underwriter. No action taken pursuant to any obligation of this Section 8(d) shall relieve the Underwriters to purchase the Option SharesCompany from liability, if any condition specified any, in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 respect of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by lettersuch default.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m._____ a.m., St. Louis Florida time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative releases the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Firm Shares for offering sale to the public; . The Representative shall notify the Company immediately after the Representative has taken any action that causes this Agreement to become effective. Until this Agreement is effective, either the Company or the Representative may terminate this Agreement by giving notice to the other party as hereinafter provided, however, except that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been released to made when the public upon release Representative releases, by you telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Shares, whichever shall first occuroccurs first. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; provided(ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any downgrading or any notice of intended or potential downgrading in the rating accorded any securities of the Company or its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (viii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative's judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Shares; or (ix) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Shares. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(l) and 6 hereof. Any notice referred to above may be given at the address specified in Section 7 12 of this Agreement in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.whichever of the following times shall first occur: (i) at 8:00 A.M., St. Louis Pacific standard time, on the first business day full Business Day following either (x) the effective date of upon which the Registration StatementStatement becomes effective or (y) if the Registration Statement becomes effective in accordance with Rule 430A, the date upon which the Final Prospectus is filed with your consent, or at such earlier (ii) the time after the effective date of the Registration Statement becomes effective as you you, in your discretion discretion, shall first release the Shares for offering sale to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes purpose of this Section 10(a)9, the Shares shall be deemed to have been released for sale to the public upon release by you of the for publication of a newspaper advertisement relating to the Shares or upon release by you of telegrams, facsimile transmissions or letters communications offering the Shares for sale to securities dealers, whichever shall first occur. (b) This . Until this Agreement is effective, it may be terminated by the Company by giving notice as hereinafter provided to you at any time before it becomes effective in accordance with Section 10(a) or by you by giving notice as hereinafter provided to the Company and the Selling Shareholders; providedCompany, however, except that the provisions of this Section 10 Sections 5(h) and of Section 7 and Section 11 hereof shall at all times be effective. (b) Until the First Closing Date, this Agreement may be terminated by you by giving notice as hereinafter provided to the Company, if (i) the Company or the Selling Shareholders shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on their respective parts to be performed hereunder; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended or minimum or maximum prices or other material restrictions upon trading of securities generally shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body, or governmental authority having jurisdiction; (iv) a general banking moratorium shall have been declared by federal or state authorities; or (v) there shall have been such a material adverse change in economic, political, market or financial conditions (including any material adverse effect of international conditions on the financial markets in the United States) that, in your judgment, it is inadvisable, impractical or undesirable to proceed with the delivery of the Shares. In the event of any Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Section Sections 5(h) and 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersCompany, as to any obligation of the Underwriters to purchase the Option Shares, if upon the occurrence at any condition specified in Section 6 hereof shall not have been satisfied at or time prior to the Option Closing Date or as provided of any of the events described in Section 9 of this Agreement. If you terminate this Agreement as provided 9(b) hereof. (d) Any notice referred to above may be given at the address specified in Sections 10(b)Section 11 hereof in writing or by telegraph or telephone, 10(c) and if by telegraph or 10(d)telephone, you shall notify the Company and the Selling Shareholders by telephone or telegram, be immediately confirmed by letterin writing.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Underwriter releases the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Underwriter shall notify the Company immediately after the Underwriter has taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Underwriter by giving notice as hereinafter provided to the Underwriter or by the Underwriter by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(m) and 7 and 11 hereof shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Underwriter of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to securities dealers, whichever shall first occursale. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Underwriter by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by the Underwriter, (ii) any other condition of the obligations of the Underwriter hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE or Nasdaq or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Underwriter’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Underwriter’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of any party to any other party the Company or the Underwriter, except as otherwise provided in Sections 5(m) or 7 and 11 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 10 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time immediately after the effective date of time at which the Registration Statement as you in your discretion shall first release have become effective under the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurAct. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice to the Company, if (i) the Company shall have sustained a loss or damage by fire, flood, accident, or other calamity which is material to the property, business, or condition (financial or other) of the Company considered as a whole, any properties of the Company shall have become a party or subject to litigation material to the Company considered as a whole, or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change or development in the general affairs, condition (financial or other), business, key personnel, capitalization, properties, results of operations or net worth, of the Company considered as a whole, whether or not arising in the ordinary course of business, which loss, damage, or change, in your judgment, shall render it inadvisable to proceed with the delivery of the Units, whether or not such loss shall have been insured, (ii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, The Nasdaq National Market, The Nasdaq SmallCap Market or the over-the-counter market shall have been suspended or minimum prices shall have been established on such exchange or market by the Commission or by such exchange, (iii) a general banking moratorium shall have been declared by federal or state authorities, or (iv) there shall have been such a serious, unusual and material adverse change in general economic, political, or financial conditions or the Selling Shareholders; providedeffect of international conditions on the financial markets in the United States shall be such as, howeverin your reasonable judgment, that makes it inadvisable to proceed with the provisions delivery of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effectivethe Units. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party the Company to any other party the Underwriter, except as otherwise provided in Sections 4(i), 7 and 8 hereof, and without liability of the Underwriter to the Company, except as provided in Sections 7 and 11 8 hereof. (dc) This Agreement also Any notice referred to in this Section 6 may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis New York time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersCompany, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Representative shall notify the Company immediately after the Representative has taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(o) and 7 and 11 shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange, howeverthe American Stock Exchange or the Nasdaq Global Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the American Stock Exchange or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, that payment or clearance services in the provisions United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Section Sections 5(o) or 7 or hereof. Any notice referred to above may be given at the address specified in Section 11 hereofhereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Underwriter releases the initial offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Firm Shares for offering sale to the public; provided. Until this Agreement is effective, howeverit may be terminated by the Company or by the Underwriter by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(n) and 7 and 11 hereof shall at all times be effective. For the purposes purpose of this Section 10(a8(a), the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Underwriter of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriter or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Underwriter by giving notice as hereinafter provided to the Company and if: (i) the Selling ShareholdersCompany shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder, unless the failure to perform any agreement is due to the default or omission by the Underwriter; provided(ii) any other condition of the obligations of the Underwriter hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or NASDAQ shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by NASDAQ or other stock exchange or regulatory body or governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Underwriter’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Underwriter’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of any party to any other party the Company or the Underwriter, except as otherwise provided in Sections 5(n) or 7 and 11 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 10 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This 10.1 Subject to its execution and delivery by the parties this Agreement shall become effective at 1:00 p.m.10:00 a.m., St. Louis Denver time, on the later of (i) the first business day full Business Day following the effective date of the Registration Statement, Statement becomes effective or (ii) at such earlier time after the effective date of the Registration Statement becomes effective as you you, in your discretion discretion, shall first release the Firm Shares for offering the sale to the public; provided. You shall notify the Company and its counsel immediately after you have taken any action that causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company by giving written notice as hereinafter provided to you or by you giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5, 7 and 11 10 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the release of the Firm Shares for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersSecurities, whichever shall first occuroccurs first. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice 10.2 Without limiting the right to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of terminate this Agreement pursuant to Section 9 or this Section 10(b) any other provision hereof, the Company and Representative shall have the Selling Shareholders shall not then be under any liability right to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This terminated this Agreement may be terminated by you at any time at on or prior to before the Firm Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to terminate any obligation of the Underwriters to purchase the Option SharesShares at any time on or before the Option Closing Date, as the case may be, if any of the following has occurred since the effective date hereof: (A) the Company shall have failed, refused or been unable to perform any agreement or condition on its part to be performed hereunder unless compliance therewith or performance or satisfaction thereof shall have been expressly waived in writing by the Representative; (B) any other condition of the obligations of the Underwriters is not fulfilled; (C) any event shall have occurred or shall exist which makes untrue or incorrect in any material respect any statement or information contained in the Registration Statement which is not reflected in the Registration Statement but should be reflected therein (exclusive of any amendment or supplement thereto) to make the statements or information contained therein not misleading in any material respect; (D) any outbreak or escalation of major hostilities in which the United States is involved, a declaration of war by the United States or any other substantial national calamity or emergency; (E) any suspension or limitation of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ or any suspension of trading in the common stock of the Company on the NASDAQ; or (F) declaration of a banking moratorium by either federal or state authorities or a moratorium in foreign exchange trading by major international banks or persons has been declared. 10.3 In the event the NASD determines that any person has rendered services of any nature whatsoever to the Company for which such person has received compensation required to be aggregated with the compensation to be received by the Representative, the Representative may terminate this Agreement and its obligations with respect to the public offering, without liability on its part of any kind to the Company; and in any such event the Company shall reimburse NTB for all of its accountable expenses in the maximum amount of $65,000, inclusive of the $45,000 previously paid by the Company. 10.4 Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Underwriters, except as otherwise provided in Sections 5 and 7 hereof and this Section 10. 10.5 Any notice referred to above may be given at the address specified in Section 6 10 hereof in writing or by telegraph, facsimile or telephone, and if by telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis 10:00 a.m. Minneapolis time, on the first business day following which you shall commence selling the effective date of Original Debentures to the Registration Statementpublic, or at such earlier time after as the effective date of the Registration Statement as you in your discretion Underwriter shall first release the Shares Debentures for offering sale to the public; . You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be withdrawn by the Company or by you by giving notice as hereinafter provided, however, except that the provisions of Section 5(q) and Sections 6 and 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares commencement of the sale of the Debentures shall be deemed to have been released mean the time of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published related to the public upon release by you Debentures, or the time of the publication first mailing of a newspaper advertisement relating copies of the Prospectus related to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersDebentures which are subsequently delivered, whichever shall first occur. This Agreement shall, nevertheless become effective at such time earlier than the time specified above, after the Effective Date; as the Underwriter may determine by notice to the Company. (b) This Unless the Minimum has been purchased by the Underwriter, this Agreement may be shall automatically terminate 60 days from the date hereof. Otherwise, this Agreement shall automatically terminate at the expiration of six months from the date hereof unless earlier terminated by you at any time before it becomes effective in accordance with Section 10(a) the Underwriter by notice to the Company and in the Selling Shareholders; provided, however, event that the Company shall have failed or been unable to comply with any of the terms, conditions, or provisions of this Section 10 Agreement on the part of the Company to be performed, complied with or fulfilled (including but not limited to those specified in Sections 2, 4, 5 and of Section 7 6 hereof) within the respective times provided for on each Closing Date, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by the Underwriter in writing (the "Termination Date"), except that Sections 5, 7, 8 and Section 11 hereof 9 shall at all times be effectiveeffective and bind all the Parties. In addition, this Agreement may be terminated on or at any time prior to the event first Closing Date by agreement of the parties or by the Underwriter, by written or telegraphic notice to the Company, if there shall have occurred: (i) Any change or development involving a prospective change in or affecting particularly the business or properties of the Company which in the judgment of the Underwriter materially impairs the investment quality of the Debentures; (ii) Any banking moratorium; (iii) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any termination such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Debentures; (iv) Any material adverse change in existing financial, political or economic conditions in the United States or elsewhere which change, in your opinion, has materially and adversely affected the market for the Debentures or other securities of the Company or the prospects for the Company, its business or its properties; or (v) Any substantial loss to the Company by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether such loss shall have been insured. (c) Termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 10 shall be without liability of any party to any other party except other than as provided in Sections 5(a), 7 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur.[RESERVED] (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company if: (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder, unless the failure to perform any agreement is due to the default or omission by an Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq or other stock exchange or regulatory body or governmental authority having jurisdiction, including the Israel Securities Authority and the Selling ShareholdersTASE; provided(v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of any party to any other party the Company or the Underwriters, except as otherwise provided in Sections 5(o) or 7 and 11 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on upon execution and delivery by the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurparties hereto. (b) This Agreement (except for the provisions of Sections 6 and 9 hereof) may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Initial Purchasers by notice to the Company and in the Selling Shareholders; provided, however, event that the Company has failed to comply in any respect with any of the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times Agreement required on its part to be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice to or the Option Closing Date, or if any of the representations or warranties of the Company and is not accurate in any respect or if the Selling Shareholders covenants, agreements or conditions of, or applicable to, the Company herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date. Any : (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such termination shall be without liability a character as to interfere materially with the conduct of any party to any other party except as provided in Sections 7 the business and 11 hereof. (d) This Agreement also may be terminated by you, by notice to operations of the Company and its Subsidiaries taken as a whole regardless of whether or not such loss was insured; (ii) trading in the Selling ShareholdersCommon Stock shall have been suspended by the Commission or Nasdaq or trading in securities generally on the New York or Luxembourg Stock Exchange or on Nasdaq shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, as to any obligation political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Underwriters Company that, in each case, in the Initial Purchasers' judgment makes it impracticable or inadvisable to purchase make or consummate the Option Sharespublic offering, if any condition specified sale or delivery of the Securities on the terms and in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided manner contemplated in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterMemorandum.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis New York time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersCompany, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterfacsimile transmission.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.[ ] a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which you release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by you by giving notice as hereinafter provided to you or by you by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 4(k) and 11 Section 6 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Firm Securities for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Firm Securities to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Securities, whichever shall first occuroccurs first. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction, however(iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body of governmental authority having jurisdiction, that (v) a general banking moratorium shall have been declared by Federal or state authorities, (vi) a material disruption in securities settlement, payment or clearance services in the provisions United States shall have occurred, (vii) there shall have been any downgrading or any notice of this Section 10 and intended or potential downgrading in the rating accorded any securities of Section 7 and Section 11 hereof the Company or its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (viii) there shall at all times have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be effective. In such as, in your judgment, makes it inadvisable to proceed with the event delivery of the Securities, or (ix) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in your judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, 8 shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(k) and 6 hereof. Any notice referred to above may be given at the address specified in Section 7 10 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter7 hereof.

Effective Date and Termination. (a) This Agreement shall become effective (i) upon the execution and delivery hereof by the parties hereto, or (ii) if, at 1:00 p.m.any time this Agreement is executed and delivered, St. Louis time, on it is necessary for the first business day following registration statement or a post-effective amendment thereto to be declared effective before the effective date offering of the Registration StatementShares may commence, or at such earlier time after the effective date when notification of the Registration Statement as you in your discretion shall first release effectiveness of the Shares for offering to registration statement or such post-effective amendment has been released by the publicCommission; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 hereof or this Section 10(b) hereof), the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 A.M., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering the sale to the publicpublic unless prior to such time the Representatives shall have received written notice from the Company that it elects that this Agreement shall not become effective, or the Representatives shall have given written notice to the Company that the Representatives on behalf of the Underwriters elect that this Agreement shall not become effective; providedPROVIDED, howeverHOWEVER, that the provisions of this Section and of Section 7 and 11 Section 9 hereof shall at all times be effective. For the purposes of this Section 10(a12(a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Shares for offering or the public upon release by you the Representatives for publication of the publication of a first newspaper advertisement which is subsequently published relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurShares. (b) This Agreement (except for the provisions of Sections 7 and 9 hereof) may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representatives by notice to the Company and the Selling Shareholders; provided, however, that it has failed to comply in any respect with any of the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times Agreement required on its part to be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice or the Option Closing Date, or if any representation or warranty of the Company, JHC Limited or the Selling Stockholders is not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company Company, JHC Limited and the Selling Shareholders Stockholders herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company or any of its Subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and its Subsidiaries takes as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Stock shall have been suspended by the Commission or the National Association of Securities Dealers Automated Quotations National Market System or trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotations National Market System shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 12 or Section 14 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.8:15 A.M., St. Louis New York City time, on the first business day following date hereof. You shall notify the effective date of Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Registration StatementCompany by giving notice as hereinafter provided to you, or at such earlier time after the effective date of the Registration Statement by you by giving notice as you in your discretion shall first release the Shares for offering hereinafter provided to the public; provided, however, Company except that the provisions of Section 5(f) and Section 7 and 11 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Stock for sale to the public shall be deemed to have been released to made when the public upon release Agents release, by you telegram or otherwise, firm offers of the Stock to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersStock, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Agents by giving notice as hereinafter provided to the Company and if (i) the Selling Shareholders; providedCompany shall have failed, howeverrefused or been unable, that at or prior to the provisions Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of this Section 10 and the Agents' obligation hereunder is not fulfilled, (iii) trading in the Common Stock of Section 7 and Section 11 hereof the Company shall at all times have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or minimum prices shall have been established on such exchange by the Commission or such exchange or other regulatory body or governmental authority having jurisdiction which, in the judgment of a majority in interest of the several Agents, make it inadvisable or impracticable to proceed with the offering or delivery of the Stock, (iv) a banking moratorium is declared by either federal or New York state authorities, (v) the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States which, in the judgment of the Agents, makes it inadvisable or impracticable to proceed with the offering or delivery of the Stock or (vi) there shall have been such a material adverse change in general economic, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be effectivesuch, as to, in the judgment of the Agents, make it inadvisable or impracticable to proceed with the offering or delivery of the Stock. In the event of any Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability on the part of the Company or any party to any other party Agent, except as otherwise provided in Sections 5(f) and 7 and 11 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section Sections 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company Company, Xxxxxxxx and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company Company, Xxxxxxxx and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 A.M., St. Louis New York time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier later time after the effective date of the Registration Statement becomes effective as you the Representative, in your discretion its sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you of unless prior to such time the publication of a newspaper advertisement relating to Representative shall have received written notice from the Shares Company that it elects that this Agreement shall not become effective, or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Representative shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by have given written notice to the Company and that the Selling ShareholdersRepresentative on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 and of Section 7 6 and Section 11 8 hereof shall at all times be effective; provided, further, that this Agreement shall terminate if the Registration Statement is not declared effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representative to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereofthe release by the Representative for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (cb) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at the Representative by notice to the Company in the event that the Company has failed to comply in any time respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company and herein contained have not been complied with in any respect or satisfied within the Selling Shareholders time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss was insured; (ii) trading in the Class A Common Stock shall have been suspended by the Commission or the NMS or trading in securities generally on the New York Stock Exchange or the NMS shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either any such exchange or market system; (iii) a banking moratorium shall have been declared by New York, California or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole that, in each case, in the Representative's judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Option Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis New York time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, you by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time immediately after the effective date of time at which the Registration Statement as you in your discretion shall first release have become effective under the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurAct. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice to the Company, if (i) the Company shall have sustained a loss or damage by fire, flood, accident, or other calamity which is material to the property, business, or condition (financial or other) of the Company considered as a whole, any properties of the Company shall have become a party or subject to litigation material to the Company considered as a whole, or there shall have been, since the respective dates as of which information is given in the Registration Statement or the Prospectus, any material adverse change or development in the general affairs, condition (financial or other), business, key personnel, capitalization, properties, results of operations or net worth, of the Company considered as a whole, whether or not arising in the ordinary course of business, which loss, damage, or change, in the Representative's judgment, shall render it inadvisable to proceed with the delivery of the Units, whether or not such loss shall have been insured, (ii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange, The Nasdaq National Market, The Nasdaq SmallCap Market or the over-the-counter market shall have been suspended or minimum prices shall have been established on such exchange or market by the Commission or by such exchange, (iii) a general banking moratorium shall have been declared by federal or state authorities, or (iv) there shall have been such a serious, unusual and material adverse change in general economic, political, or financial conditions or the Selling Shareholders; providedeffect of international conditions on the financial markets in the United States shall be such as, howeverin the Representative's reasonable judgment, that makes it inadvisable to proceed with the provisions delivery of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effectivethe Units. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party the Company to any other party the Underwriters, except as otherwise provided in Sections 4(i), 7 and 8 hereof, and without liability of the Underwriters to the Company, except as provided in Sections 7 and 11 8 hereof. (dc) This Agreement also Any notice referred to in this Section 6 may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 11 hereof in writing or by telegraph or telephone, and if by telefax or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 a.m., St. Louis New York time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you of unless prior to such time the publication of a newspaper advertisement relating to Representatives shall have received written notice from the Shares Company that it elects that this Agreement shall not become effective, or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Representatives shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by have given written notice to the Company and that the Selling ShareholdersRepresentatives on behalf of the Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 -------- ------- and of Section 7 6 and Section 11 8 hereof shall at all times be effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representatives to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereofthe release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (cb) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at any time at or prior to the Closing Date Representatives by notice to the Company and the Selling Shareholders if Stockholder in the event that the Company or the Selling Stockholder have failed to comply in any condition specified in Section 6 hereof shall not have been satisfied respect with any of the provisions of this Agreement required on their respective parts to be performed at or prior to the Closing Date or the Option Closing Date, or if any of the representations or warranties of the Company or the Selling Stockholder are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company or the Selling Stockholder herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if prior to the Closing Date or the Option Closing Date: (i) the Company or any of its Subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and its Subsidiaries taken as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Stock shall have been suspended by the Commission or the NNM or trading in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersStockholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders Stockholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders Stockholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersStockholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders Stockholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 a.m., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representative, in your discretion its sole discretion, shall first release the Shares for offering the sale to the publicpublic unless prior to such time the Representative shall have received written notice from the Company that it elects that this Agreement shall not become effective, or the Representative on behalf of the Underwriters elects that this Agreement shall not become effective; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 7 and 11 of Section 6 and Section 8 hereof shall at all times be effective. For the purposes of this Section 10(a11(a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representative to securities dealers releasing such Shares for offering or the public upon release by you the Representative for publication of the publication of a first newspaper advertisement which is subsequently published relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurShares. (b) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by notice to the Company and in the Selling Shareholders; provided, however, event that the Company has failed to comply in any respect with any of the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times Agreement required on its part to be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company is not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company and herein contained have not been complied with in any respect or satisfied within the Selling Shareholders time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date. (i) the Company or any of its Subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and its Subsidiaries takes as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Stock shall have been suspended by the Commission or the NASD or trading in securities generally on the Nasdaq National Market shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such market system; (iii) a banking moratorium shall have been declared by New York, California or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole that, in each case, in the Representative's good faith judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 A.M., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering the sale to the publicpublic unless prior to such time the Representatives shall have received written notice from the Company that they elect that this Agreement shall not become effective, or the Representatives shall have given written notice to the Company that the Representatives on behalf of the Underwriters elect that this Agreement shall not become effective; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 7 11 and 11 of Section 6 and Section 8 hereof shall at all times be effective. For the purposes of this Section 10(a11(a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Shares for offering or the public upon release by you the Representatives for publication of the publication of a first newspaper advertisement which is subsequently published relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurShares. (b) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representatives by notice to the Company and in the event that the Company or the Selling Shareholders; provided, however, that Shareholder has failed to comply in any material respect with any of the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times Agreement required on their respective parts to be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company or the Selling Shareholder are not accurate in any material respect or if the covenants, agreements or conditions of, or applicable to the Company and or the Selling Shareholders Shareholder herein contained have not been complied with in any material respect or materially satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and its subsidiaries taken as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Shares shall have been suspended by the Commission, the Nasdaq Stock Market or trading in securities generally on the New York or American Stock Exchange or the Nasdaq Stock Market shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by Bahamian, New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its subsidiaries taken as a whole that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 A.M., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering the sale to the publicpublic unless prior to such time the Representatives shall have received written notice from the Company that it elects that this Agreement shall not become effective, or the Representatives shall have given written notice to the Company that the Representatives on behalf of the Underwriters elect that this Agreement shall not become effective; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 7 and 11 of Section 6 and Section 8 hereof shall at all times be effective. For the purposes of this Section 10(a11(a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Shares for offering or the public upon release by you the Representatives for publication of the publication of a first newspaper advertisement which is subsequently published relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurShares. (b) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representatives by notice to the Company and in the Selling Shareholders; provided, however, event that the Company has failed to comply in any respect with any of the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times Agreement required on its part to be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company is not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company and herein contained have not been complied with in any respect or satisfied within the Selling Shareholders time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company or any of its Subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to have a Material Adverse Effect on Company and its Subsidiaries taken as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Stock shall have been suspended by the Commission or the Nasdaq National Market or trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective (i) if the Effective Date is on or before the date of this Agreement, at 1:00 p.m.11:00 A.M., St. Louis New York City time, on the next Business Day following the date hereof, (ii) if the Effective Date is after the date of this Agreement, at 11:00 A.M., New York City time, on the first business day full Business Day following the effective date of the Registration StatementEffective Date, or (iii) at such earlier time after the effective date of the Registration Statement becomes effective as you in your discretion shall first release the Shares Notes for offering sale to the public; provided. You shall notify the Issuer immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Issuer by giving notice as hereinafter provided to you, or by you by giving notice as hereinafter provided to the Issuer, except that the provisions of Section 7 4(e) and 11 Section 6 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Notes for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Notes to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersNotes, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Agreement may be terminated by Wachovia Capital Markets, LLC and X.X. Xxxxxx Securities Inc. on behalf of you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company Issuer if (i) the Issuer shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligation hereunder is not fulfilled, (iii) trading in the Common Stock of the General Partner shall have been suspended by the Commission or the NYSE or the settlement of such trading generally shall have been materially disrupted, (iv) trading in securities generally on the NYSE shall have been suspended or the settlement of such trading generally shall have been materially disrupted or minimum prices shall have been established on such exchange by the Commission or such exchange or other regulatory body or governmental authority having jurisdiction which, in the judgment of Wachovia Capital Markets, LLC and X.X. Xxxxxx Securities Inc., make it inadvisable or impractical to proceed with the Selling Shareholders; providedoffering or delivery of the Notes, howeveror a banking moratorium is declared by either federal or New York state authorities, that (v) the provisions United States becomes engaged in hostilities or there is an escalation of this Section 10 hostilities involving the United States including, without limitation, terrorist activities after the date hereof, or there is a declaration of a national emergency or war by the United States which, in the judgment of Wachovia Capital Markets, LLC and X.X. Xxxxxx Securities Inc., make it inadvisable or impracticable to proceed with the offering or delivery of Section 7 the Notes, or (vi) there shall have been such a material adverse change in general economic, political or financial conditions, including, without limitation, as a result of terrorist activities after the date hereof, or the effect of international conditions on the financial markets in the United States shall be such, as to, in the judgment of Wachovia Capital Markets, LLC and Section 11 hereof shall at all times be effectiveX.X. Xxxxxx Securities Inc., make it inadvisable or impracticable to proceed with the offering or delivery of the Notes. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of any party to any other party the Issuer or the Underwriters, except as otherwise provided in Sections 7 4(e) and 11 6 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 10 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 upon execution and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurdelivery. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended, howeveror limitations on prices (other than limitations on hours or days of trading) shall have been made, that by the provisions Commission or by the New York Stock Exchange or other regulatory body of this Section 10 and governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or New York authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; or (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of Section 7 and Section 11 hereof international conditions on the financial markets in the United States shall at all times be effectivesuch as, in the Representative’s judgment, makes it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, 8 shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(o) or 6 hereof. Any notice referred to above may be given at the address specified in Section 7 10 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter7 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.[ ] a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which you release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by you by giving notice as hereinafter provided to you or by you by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 4(m) and 11 Section 6 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Firm Securities for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Firm Securities to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Securities, whichever shall first occuroccurs first. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction, however(iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body of governmental authority having jurisdiction, that (v) a general banking moratorium shall have been declared by Federal or state authorities, (vi) a material disruption in securities settlement, payment or clearance services in the provisions United States shall have occurred, (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in your judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities, or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in your judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, 8 shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(n) and 6 hereof. Any notice referred to above may be given at the address specified in Section 7 10 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter7 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis Washington, DC time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representative, in your discretion its sole discretion, shall first release the Shares Preferred Securities for offering the sale to the public; provided, howeverunless prior to such time the Representative shall have received written notice from the Company on behalf of itself and the Trust that they elect that this Agreement shall not become effective, that or the provisions of Section 7 and 11 Representative shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and Offerors that the Selling ShareholdersRepresentative on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 and Section 11 9 hereof shall at all times be effective. In the event of any termination For purposes of this Section 11(a), the Preferred Securities to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representative to securities dealers releasing such Preferred Securities for offering or the release by the Representative for publication of the first newspaper advertisement which is subsequently published relating to the Preferred Securities. (b) This Agreement pursuant (except for the provisions of Sections 7 and 9 hereof) may be terminated by the Representative by written notice to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then Trust in the event that either of the Offerors has failed to comply in any respect with any of the provisions of this Agreement required on its part to be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time complied with at or prior to the Closing Date by notice to the Company and the Selling Shareholders or any Option Closing Date, or if any condition of the representations or warranties of the Offerors are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to, the Offerors herein contained have not been complied with in any respect or satisfied within the time specified in Section 6 hereof shall not have been satisfied on or the Closing Date or any Option Closing Date, as the case may be, or if prior to the Closing Date or Option Closing Date. Any : (i) the Company, either of the Subsidiaries or the Trust shall have sustained a loss by strike, fire, flood, accident or other calamity of such termination a character, in the judgment of the Representative, as to interfere materially with the conduct of the business and operations of the Company, the affected Subsidiary or the Trust, as the case may be, regardless of whether or not such loss was insured; (ii) trading in the securities of the Company or in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by Maryland, Delaware or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; (v) there shall have been commenced any action, suit or proceeding at law or in equity against the Company, either of the Subsidiaries or the Trust, or by any federal, state or other commission, board or agency, wherein, in the judgment of the Representative, any unfavorable decision would have a Material Adverse Effect on the Company, or the Trust, as the case may be; (vi) there shall have occurred the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the judgment of the Representative has or will have a Material Adverse Effect on the Company or the Trust; (vii) there shall have been taken any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the judgment of the Representative has a material adverse effect or will have a material adverse effect on the financial markets in the United States; (viii) there shall have occurred any material adverse market conditions in the judgment of the Representative; (ix) the Company's independent public accountants shall have imposed qualifications in certifying to, or its attorneys in opining upon, material items including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Common Securities, the Preferred Securities or the Subordinated Debentures, corporate proceedings or other subjects; or (x) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company, either of the Subsidiaries or the Trust, as the case may be that, in each case, in the judgment of the Representative, makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Preferred Securities on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time on or after the effective date of the Registration Statement Effective Date as you in your discretion shall first release the Shares for offering to the public; provided, -------- however, that the provisions of Section 7 and 11 shall at all times be ------- effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 -------- ------- and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective (i) if the Effective Date is on or before the date of this Agreement, at 1:00 p.m.11:00 A.M., St. Louis New York City time, on the next Business Day following the date hereof, (ii) if the Effective Date is after the date of this Agreement, at 11:00 A.M., New York City time, on the first business day full Business Day following the effective date of the Registration Statement, Effective Date or (iii) at such earlier time after the effective date of the Registration Statement becomes effective as you in your discretion shall first release the Shares Notes for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company by giving notice as hereinafter provided to you, or by you by giving notice as hereinafter provided to the Company except that the provisions of Section 7 4(e) and 11 Section 6 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Notes for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Notes to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersNotes, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(bif (i) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 have failed, refused or Section 11 hereof. (c) This Agreement may be terminated by you at any time been unable, at or prior to the Closing Date by notice Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Underwriters' obligation hereunder is not fulfilled, (iii) trading in the Common Stock of the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied suspended by the Commission or the NYSE, (iv) trading in securities generally on or prior to the Closing Date. Any such termination NYSE shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at suspended or prior to minimum prices shall have been established on such exchange by the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.Commission

Effective Date and Termination. (a) This Agreement shall become effective (i) at 1:00 p.m.11:00 A.M., St. Louis New York City time, on the first business day next Business Day following the effective date of the Registration Statement, hereof or (ii) at such earlier time after the effective date of the Registration Statement becomes effective as you in your discretion shall first release the Shares Stock for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company by giving notice as hereinafter provided to you, or by you by giving notice as hereinafter provided to the Company except that the provisions of Section 7 6(f) and 11 Section 9 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Stock for sale to the public shall be deemed to have been released to made when the public upon release Representatives release, by you telegram or otherwise, firm offers of the Stock to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersStock, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representatives by giving notice as hereinafter provided to the Company and if (i) the Selling Shareholders; providedCompany shall have failed, howeverrefused or been unable, that at or prior to the provisions Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of this Section 10 and the Underwriters' obligation hereunder is not fulfilled, (iii) trading in the Common Stock of Section 7 and Section 11 hereof the Company shall at all times have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or minimum prices shall have been established on such exchange by the Commission or such exchange or other regulatory body or governmental authority having jurisdiction which, in the judgment of a majority in interest of the several Underwriters, make it inadvisable or impracticable to proceed with the offering or delivery of the Stock, (iv) a banking moratorium is declared by either federal or New York state authorities, (v) the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States which, in the judgment of the Representatives, makes it inadvisable or impracticable to proceed with the offering or delivery of the Stock or (vi) there shall have been such a material adverse change in general economic, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be effectivesuch, as to, in the judgment of the Representatives, make it inadvisable or impracticable to proceed with the offering or delivery of the Stock. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability on the part of the Company or any party to any other party Underwriter, except as otherwise provided in Sections 7 6(f) and 11 9 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 13 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 A.M., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you of unless prior to such time the publication of a newspaper advertisement relating to Representatives shall have received written notice from the Shares Company that it elects that this Agreement shall not become effective, or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Representatives shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by have given written notice to the Company and that the Selling ShareholdersRepresentatives on behalf of the Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 and -------- ------- of Section 7 6 and Section 11 8 hereof shall at all times be effective. In the event of any termination For purposes of this Section 11(a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Shares for offering or the release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (b) This Agreement pursuant (except for the provisions of Sections 6 and 8 hereof) may be terminated by the Representatives by notice to Section 9 or this Section 10(b) hereof, the Company and the Attorney-in-Fact in the event that the Company or any of the Selling Shareholders shall not then Stockholders have failed to comply in any respect with any of the provisions of this Agreement required on their respective parts to be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company or the Selling Stockholders are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company and or the Selling Shareholders Stockholders herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company takes as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Stock shall have been suspended by the Commission or the National Association of Securities Dealers Automated Quotations National Market System or trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotations National Market System shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.______ a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representatives release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Representatives shall notify the Company immediately after the Representatives have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Representatives by giving notice as hereinafter provided to the Representatives or by the Representatives by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(o) and 7 and 11 shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representatives of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representatives by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or the Nasdaq Global Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Global Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representatives’ judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representatives’ judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Section Sections 5(o) or 7 or hereof. Any notice referred to above may be given at the address specified in Section 11 hereofhereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis New York time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Units for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares Units shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares Units or upon release of telegrams, facsimile transmissions or letters offering the Shares Units for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersPartnership; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders Partnership shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders Partnership if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersPartnership, as to any obligation of the Underwriters to purchase the Option SharesUnits, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders Partnership by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Standby Underwriting Agreement shall become effective at 1:00 p.m.8:00 A.M., St. Louis Los Angeles time, on the earlier of (i) the first business day full Business Day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as becomes effective or (ii) the day on which you in your discretion shall first release the Shares Underwritten Units for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action that causes this Standby Underwriting Agreement to become effective. Until this Standby Underwriting Agreement is effective, howeverit may be terminated by the Company by giving notice as hereinafter provided to you or by you by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 4(i) and 11 Section 6 shall at all times be effective. For the purposes of this Section 10(a)Standby Underwriting Agreement, the Shares release of the Underwritten Units for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Underwritten Units to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersUnits, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Standby Underwriting Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company and the Selling Shareholders; providedCompany, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(bif (i) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 have failed, refused or Section 11 hereof. (c) This Agreement may be terminated by you at any time been unable, at or prior to the Closing Date by notice Date, in material respects to perform any agreement on its part to be performed hereunder, (ii) any other material condition of the Company and obligations of the Selling Shareholders if any condition specified Standby Underwriter hereunder is not fulfilled; (iii) trading in Section 6 hereof or reporting of securities generally on the New York Stock Exchange. The Nasdaq National Market System or the over-the-counter market shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.suspended

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof.Selling (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders Stockholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersStockholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders Stockholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Underwriters release the initial offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Firm Shares for offering sale to the public; provided. Until this Agreement is effective, howeverit may be terminated by the Company or by the Underwriters by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(n) and 7 and 11 hereof shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company and if: (i) the Selling ShareholdersCompany shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder, unless the failure to perform any agreement is due to the default or omission by an Underwriter; provided(ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq or other stock exchange or regulatory body or governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of any party to any other party the Company or the Underwriters, except as otherwise provided in Sections 5(n) or 7 and 11 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 11 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section Sections 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release execution hereof by you of and the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurCompany. (b) This Until the Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company and if (i) the Selling Shareholders; providedCompany shall have failed, howeverrefused or been unable, that at or prior to the provisions Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of this Section 10 and the Purchasers’ obligation hereunder is not fulfilled, (iii) trading in the Common Stock of Section 7 and Section 11 hereof the Company shall at all times have been suspended by the Commission or the NYSE, (iv) trading in securities generally on the NYSE shall have been suspended or minimum prices shall have been established on such exchange by the Commission or such exchange or other regulatory body or governmental authority having jurisdiction or there shall have been a material disruption in the settlement of securities which, in the judgment of the Representative, make it inadvisable or impractical to proceed with the offering or delivery of the Notes, or a banking moratorium is declared by either federal, Pennsylvania or New York state authorities, (v) the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or an act of terrorism shall have occurred which, in the judgment of the Representative, make it inadvisable or impracticable to proceed with the offering or delivery of the Notes or (vi) there shall have been such a material adverse change in general economic, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be effectivesuch, as to, in the judgment of the Representative, make it inadvisable or impracticable to proceed with the offering or delivery of the Notes. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of the Company or any party to any other party Purchaser, except as otherwise provided in Sections 7 4(d) and 11 6 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 10 hereof in writing or by telephone, and if by telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective (i) if the Effective Date is on or before the date of this Agreement, at 1:00 p.m.[11:00 A.M.], St. Louis New York City time, on the next Business Day following the date hereof, (ii) if the Effective Date is after the date of this Agreement, at [11:00 A.M.], New York City time, on the first business day full Business Day following the effective date of the Registration Statement, Effective Date or (iii) at such earlier time after the effective date of the Registration Statement becomes effective as you in your discretion shall first release the Shares Notes for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company by giving notice as hereinafter provided to you, or by you by giving notice as hereinafter provided to the Company except that the provisions of Section 7 4(f) and 11 Section 6 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Notes for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Notes to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersNotes, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company and if (i) the Selling Shareholders; providedCompany shall have failed, howeverrefused or been unable, that at or prior to the provisions Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of this Section 10 and the Underwriters' obligation hereunder is not fulfilled, (iii) trading in the Common Stock of Section 7 and Section 11 hereof the Company's parent company shall at all times have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or minimum prices shall have been established on such exchange by the Commission or such exchange or other regulatory body or governmental authority having jurisdiction which, in the judgment of a majority in interest of the several Underwriters make,it inadvisable or impractical to proceed with the offering or delivery of the Notes, (iv) a banking moratorium is declared by either federal or New York state authorities, (v) the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States which, in the judgment of a majority in interest of the several Underwriters, make it inadvisable or impracticable to proceed with the offering or delivery of the Notes or (vi) there shall have been such a material adverse change in general economic, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be effectivesuch, as to, in the judgment of a majority in interest of the several Underwriters, make it inadvisable or impracticable to proceed with the offering or delivery of the Notes. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of the Company or any party to any other party Underwriter, except as otherwise provided in Sections 7 4(f) and 11 6 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 10 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date as of the Registration StatementEffective Date, and: (a) unless otherwise terminated, this Agreement shall continue in effect until August 16, 2022 and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board or at such earlier time after the effective date by vote of a majority of the Registration Statement outstanding voting securities of the Portfolio, and (ii) by vote of a majority of the Directors of the Fund who are not interested persons of the Fund, the Adviser or the Trading Adviser, cast in person at a meeting called for the purpose of voting on such approval. If such continuance is not specifically approved as you set out above, the Adviser shall notify the Trading Adviser in your discretion shall first release the Shares for offering writing; In addition to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur.above: (b) This this Agreement may at any time be terminated on 60 days’ written notice to the Trading Adviser either by vote of the Board or by vote of a majority of the outstanding voting securities of the Portfolio; (c) this Agreement shall automatically terminate in the event of its assignment or upon the termination of the Investment Advisory Agreement or the Supplemental Trading Agreement; (d) this Agreement shall automatically terminate if the Trading Adviser ceases to be (a) authorized and regulated by the FCA; (b) registered as a CTA with the CFTC; or (c) a member of the US National Futures Association (the “NFA”).and (e) this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by the Trading Adviser on 60 days’ written notice to the Company Adviser and the Selling Shareholders; providedFund, however, that or by the provisions Adviser immediately upon notice to the Trading Adviser. Upon notification of termination of this Section 10 Agreement, the Trading Adviser shall continue to provide the services under this Agreement during any notice period and, to the extent the Trading Adviser has not already done so, on termination of this Agreement the Trading Adviser shall close out and of Section 7 and Section 11 hereof shall at shall, as soon as reasonably practicable, realize all times be effectiveinvestments having consideration for prevailing market conditions as set out in the Supplemental Trading Agreement. In the event of any termination Termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section paragraph 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability the payment of any penalty and shall not affect the status, obligations or liabilities or any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice hereto to the Company and others including, without limitation, the Selling Shareholders, as Adviser’s obligation to any obligation pay fees in respect of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or period prior to the Option Closing Date or as provided termination in Section 9 accordance with this Agreement. The following paragraphs shall survive termination of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company : paragraph 6; paragraph 11; paragraph 16; paragraph 20; paragraph 23; and the Selling Shareholders by telephone or telegram, confirmed by letterparagraph 28.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m._____ a.m., St. Louis Florida time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative releases the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Units for offering sale to the public; . The Representative shall notify the Company immediately after the Representative has taken any action that causes this Agreement to become effective. Until this Agreement is effective, either the Company or the Representative may terminate this Agreement by giving notice to the other party as hereinafter provided, however, except that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Firm Units for sale to the public shall be deemed to have been released to made when the public upon release Representative releases, by you telegram or otherwise, firm offers of the Firm Units to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Units, whichever shall first occuroccurs first. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; provided(ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any downgrading or any notice of intended or potential downgrading in the rating accorded any securities of the Company or its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (viii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Units; or (ix) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Units. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(l) and 6 hereof. Any notice referred to above may be given at the address specified in Section 7 12 of this Agreement in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This Underwriting Agreement shall become effective at 1:00 p.m.8:30 a.m., St. Louis Atlanta time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. . (b) This In the event that the Company refuses or fails to perform hereunder, this Underwriting Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Underwriting Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. . (c) This Underwriting Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. . (d) This Underwriting Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Underwriting Agreement. If you terminate this Underwriting Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Chief Executive Officer of the Company and the Selling Shareholders by telephone or telegram, confirmed by letter. 11.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 A.M., St. Louis New York time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier later time after the effective date of the Registration Statement becomes effective as you the Representative, in your discretion its sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you of unless prior to such time the publication of a newspaper advertisement relating to Representative shall have received written notice from the Shares Company that it elects that this Agreement shall not become effective, or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Representative shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by have given written notice to the Company and that the Selling ShareholdersRepresentative on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 and of Section 7 6 and Section 11 8 hereof shall at all times be effective; provided, further, that this Agreement shall terminate if the Registration Statement is not declared effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representative to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereof.the release by the Representative for publication of the first newspaper (cb) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at the Representative by notice to the Company in the event that the Company has failed to comply in any time respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company and herein contained have not been complied with in any respect or satisfied within the Selling Shareholders time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date. Any : (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such termination a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss was insured; (ii) trading in the Class A Common Stock shall be without liability have been suspended by the Commission or the NMS or trading in securities generally on the New York Stock Exchange or the NMS shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either any such exchange or market system; (iii) a banking moratorium shall have been declared by New York, California or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any party to any other party except as provided in Sections 7 and 11 hereof.insurrection or armed conflict involving the United States; or (dv) This Agreement also may be terminated by youthere shall have been a material adverse change in (A) general economic, by notice to political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole that, in each case, in the Selling ShareholdersRepresentative's judgment makes it impracticable or inadvisable to make or consummate the public offering, as to any obligation sale or delivery of the Underwriters to purchase Company's Shares on the Option Shares, if any condition specified terms and in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided manner contemplated in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company Prospectus and the Selling Shareholders by telephone or telegram, confirmed by letterRegistration Statement.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis New York time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you the Underwriters in your the Underwriters' discretion shall first release the Shares Securities for offering to the public; provided, however, that the provisions of Section 7 6 and 11 9 shall at all times be effective. For the purposes of this Section 10(a8(a), the Shares Securities shall be deemed to have been released to the public upon release by you the Underwriters of the publication of a newspaper advertisement relating to the Shares Securities or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you the Underwriters at any time before it becomes effective in accordance with Section 10(a8(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 8 and of Section 7 6 and Section 11 9 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b8(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 6 or Section 11 9 hereof. (c) This Agreement may be terminated by you the Underwriters at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 5 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 6 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of . If the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b8(b) or 8(c), 10(c) or 10(d), you the Underwriters shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis 10:00 a.m. Minneapolis time, on the first business day following which you shall commence selling the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Original Shares for offering to the public; . You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be withdrawn by the Company or by you by giving notice as hereinafter provided, however, except that the provisions of Section 5(n) and Sections 6 and 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the commencement of the sale of the Shares shall be deemed to have been released mean the time of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published related to the public upon release by you Shares, or the time of the publication first mailing of a newspaper advertisement relating copies of the Prospectus related to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealerswhich are subsequently delivered, whichever shall first occur. This Agreement shall, nevertheless become effective at such time earlier than the time specified above, after the Effective Date; as the Underwriter may determine by notice to the Company. (b) This Unless the Minimum has been purhased by the Underwriter, this Agreement may be shall automatically terminate 90 days from the date hereof. Otherwise, this Agreement shall automatically terminate at the expiration of six months from the date hereof, unless earlier terminated by you at any time before it becomes effective in accordance with Section 10(a) the Underwriter by notice to the Company and in the Selling Shareholders; provided, however, event that the Company shall have failed or been unable to comply with any of the terms, conditions, or provisions of this Section 10 Agreement on the part of the Company to be performed, complied with or fulfilled (including but not limited to those specified in Sections 2, 4, 5 and of Section 7 6 hereof) within the respective times provided for on each Closing Date, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by the Underwriter in writing (the "Termination Date"), except that Sections 5, 7, 8 and Section 11 hereof 9 shall at all times be effectiveeffective and bind all the Parties. In addition, this Agreement may be terminated on or at any time prior to the event first Closing Date by agreement of the parties or by the Underwriter, by written or telegraphic notice to the Company, if there shall have occurred: (i) Any change or development involving a prospective change in or affecting particularly the business or properties of the Company which in the judgment of the Underwriter materially impairs the investment quality of the Shares; (ii) Any banking moratorium; (iii) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any termination such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Shares; (iv) Any material adverse change in existing financial, political or economic conditions in the United States or elsewhere which change, in your opinion, has materially and adversely affected the market for the Shares or other securities of the Company or the prospects for the Company, its business or its properties; or (v) Any substantial loss to the Company by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether such loss shall have been insured. (c) Termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 10 shall be without liability of any party to any other party except other than as provided in Sections 5(a), 7 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m._____ a.m., St. Louis Phoenix, Arizona time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and Section 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 10(a) and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 10(a) or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date First Time of Delivery by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof required to be satisfied by the Company shall not have been satisfied by the Company in all material respects on or prior to the Closing DateFirst Time of Delivery. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and Section 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersCompany, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied by the Company in all material respects at or prior to the Option Closing Date Second Time of Delivery or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders in writing or by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:30 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date of the Registration Statementhereof, or at such earlier time after (ii) the effective date of the Registration Statement as day on which you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. Until this Agreement is effective, howeverit may be terminated by the Company or by you by giving notice as hereinafter provided to you or by you by giving notice as hereinafter provided to the Company, except that the provisions of Sections 5(l) and 6(c) and Section 7 and 11 8 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the Firm Securities for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Firm Securities to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Securities, whichever shall first occuroccurs first. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or The Nasdaq Stock Market or the over-the counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction, however(iv) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body of governmental authority having jurisdiction, that (v) a general banking moratorium shall have been declared by federal or state authorities, (vi) a material disruption in securities settlement, payment or clearance services in the provisions United States shall have occurred, (vii) there shall have been any downgrading or any notice of this Section 10 and intended or potential downgrading in the rating accorded any securities of Section 7 and Section 11 hereof the Company or its Subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (viii) there shall at all times have been any material adverse change in general economic, political or financial conditions or the financial markets or if the effect of international conditions on the financial markets in the United States shall be effective. In such as, in your judgment, makes it inadvisable to proceed with the event delivery of the Securities, or (ix) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in your judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, 10 shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Section 7 5(l) and Section 8 hereof. Any notice referred to above may be given at the address specified in Section 12 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterhereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 A.M., St. Louis New York time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier later time after the effective date of the Registration Statement becomes effective as you the Representative, in your discretion its sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you of unless prior to such time the publication of a newspaper advertisement relating to Representative shall have received written notice from the Shares Company that it elects that this Agreement shall not become effective, or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Representative shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by have given written notice to the Company and that the Selling ShareholdersRepresentative on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 and of Section 7 6 and Section 11 8 hereof shall at all times be effective; provided, further, that this Agreement shall terminate if the Registration Statement is not declared effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representative to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereofthe release by the Representative for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (cb) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at the Representative by notice to the Company in the event that the Company has failed to comply in any time respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date or the Option Closing Date, or if any of the representations or warranties of the Company are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if prior to the Closing Date or the Option Closing Date: (i) the Company shall have sustained a loss by notice strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss was insured; (ii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market's National Market or the Nasdaq Small Cap Market shall have been suspended or limited or minimum or maximum prices shall have been generally established on any of such exchanges or markets, or additional material governmental restrictions, not in force on the date of this Agreement, shall have been imposed upon trading in securities generally by any of such exchanges or markets or by order of the Commission or any court or other governmental authority; (iii) a banking moratorium shall have been declared by New York, California or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and the Selling Shareholders if any condition specified Subsidiary, taken as a whole that, in each case, in the Representative's judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 6 hereof shall not 10 or Section 11 after the Firm Shares have been satisfied on or prior purchased by the Underwriters hereunder shall be applicable only to the Closing DateOption Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.______ a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Representative shall notify the Company immediately after the Representative has taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 Sections 4(l) and 11 6 shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange, howeverAmerican Stock Exchange or the Nasdaq Global Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Global Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, that payment or clearance services in the provisions United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, 8 shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(l) or 6 hereof. Any notice referred to above may be given at the address specified in Section 7 10 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter7 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis Washington, D.C. time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion its sole discretion, shall first release the Shares for offering the sale to the public, unless prior to such time the Representatives shall have received written notice from the Company that it elects that this Agreement shall not become effective, or the Representatives shall have given written notice to the Company that the Representatives on behalf of the Underwriters elect that this Agreement shall not become effective; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 11 and of Section 7 and 11 Section 9 hereof shall at all times be effective. For the purposes of this Section 10(a11(a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Shares for offering or the public upon release by you the Representatives for publication of the publication of a first newspaper advertisement which is subsequently published relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurShares. (b) This Agreement (except for the provisions of Sections 7 and 9 hereof) may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representatives by notice to the Company and in the Selling Shareholders; provided, however, event that the Company has failed to comply in any respect with any of the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times Agreement required on its part to be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice to or any Option Closing Date, as the case may be, or if any of the representations or warranties of the Company and are not accurate in any respect or if the Selling Shareholders covenants, agreements or conditions of, or applicable to, the Company herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or any Option Closing Date, as the case may be, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or any such Option Closing Date: (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss was insured; (ii) trading in the Stock shall have been suspended by the Commission or the NNM or trading in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; (v) there shall have been commenced any action, suit or proceeding at law or in equity against the Company, or by any federal, state or other commission, board or agency, wherein any unfavorable decision would materially adversely affect the business, properties or financial condition of the Company; (vi) there shall have occurred any material adverse market conditions, of which the Representatives shall be the sole judge; (vii) Company's independent public accountants shall have imposed qualifications in certifying to, or its attorneys in opining upon, material items including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Shares, corporate proceedings or other subjects; or (viii) there shall have been a material adverse change in (i) general economic, political or financial conditions or (ii) the present or prospective business or condition (financial or other) of the Company that, in each case, in the Representatives judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Optional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.8:00 a.m., St. Louis Florida time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative releases the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Firm Shares for offering sale to the public; . The Representative shall notify the Company immediately after the Representative has taken any action that causes this Agreement to become effective. Until this Agreement is effective, either the Company or the Representative may terminate this Agreement by giving notice to the other party as hereinafter provided, however, except that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the release of the initial public offering of the Firm Shares for sale to the public shall be deemed to have been released to made when the public upon release Representative releases, by you telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Shares, whichever shall first occuroccurs first. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter; provided(ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any downgrading or any notice of intended or potential downgrading in the rating accorded any securities of the Company or its Subsidiaries by any “nationally recognized statistical rating organization” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (viii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Shares; or (ix) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Shares. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(l) and 6 hereof. Any notice referred to above may be given at the address specified in Section 7 12 of this Agreement in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This 10.1 Subject to its execution and delivery by the parties this Agreement shall become effective at 1:00 p.m.10:00 a.m., St. Louis Denver time, on the later of (i) the first business day full Business Day following the effective date of the Registration Statement, Statement becomes effective or (ii) at such earlier time after the effective date of the Registration Statement becomes effective as you you, in your discretion discretion, shall first release the Firm Shares for offering the sale to the public; provided. You shall notify the Company and its counsel immediately after you have taken any action that causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company by giving written notice as hereinafter provided to you or by you giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5, 7 and 11 10 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the release of the Firm Shares for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Firm Shares to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersSecurities, whichever shall first occuroccurs first. (ba) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice Without limiting the right to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of terminate this Agreement pursuant to Section 9 or this Section 10(b) any other provision hereof, the Company and Representative shall have the Selling Shareholders shall not then be under any liability right to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This terminated this Agreement may be terminated by you at any time at on or prior to before the Firm Closing Date by notice to or the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation obligations of the Underwriters to purchase the Option Shares at any time on or before the Option Closing Date, as the case may be, if since the effective date hereof (A) the Company shall have failed, refused or been unable to perform any agreement or condition on its part to be performed hereunder unless compliance therewith or performance or satisfaction hereof shall have been expressly waived in writing by the Representative; or (B) any other condition of the obligations of the Underwriters is not fulfilled; or (C) any event shall have occurred or shall exist which makes untrue or incorrect in any material respect any statement or information contained in the Registration Statement which is not reflected in the Registration Statement but should be reflected therein to make the statements or information contained therein not misleading in any material respect; or (D) the United States becomes involved in major hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States; or (E) additional government restrictions, not in force and effect on the effective date hereof, shall have imposed upon trading in securities generally or minimum or maximum prices shall have been generally established on the New York Stock Exchange or the American Stock Exchange or the NASDAQ or trading in securities generally shall have been suspended or materially limited on any either such exchange or the NASDAQ or a banking moratorium has been declared by a state or federal authority; or (F) a moratorium in foreign exchange trading by major international banks or persons has been declared; or (G) there shall have occurred any governmental action in respect to monetary or fiscal affairs or affecting telecommunications, the Internet, including Internet access services, or credit unions, if the effect of any such event as in Representative's judgment makes it inadvisable to proceed with the completion of the sale of and payment for the Firm Shares or the Options Shares, if as the case may be, as provided in this Agreement. 10.3 In the event the NASD determines that any condition person has rendered services of any nature whatsoever to the Company for which such person has received compensation required to be aggregated with the compensation to be received by the Representative, the Representative may terminate this Agreement and its obligations with respect to the public offering, without liability on its part of any kind to the Company; and in any such event the Company shall reimburse NTB for all of its accountable expenses in the maximum amount of $65,000, inclusive of the $45,000 previously paid by the Company. 10.4 Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company or the Underwriters, except as otherwise provided in Sections 5 and 7 hereof and this Section 10. 10.5 Any notice referred to above may be given at the address specified in Section 6 10 hereof in writing or by telegraph, facsimile or telephone, and if by telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis 10:00 a.m. Minneapolis time, on the first business day following which you shall commence selling the effective date of Original Debentures to the Registration Statementpublic, or at such earlier time after as the effective date of the Registration Statement as you in your discretion Underwriter shall first release the Shares Debentures for offering sale to the public; . You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, it may be terminated by the Company or by you by giving notice as hereinafter provided, however, except that the provisions of Section 5(q) and Sections 6 and 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares commencement of the sale of the Debentures shall be deemed to have been released mean the time of the release by the Underwriter for publication of the first newspaper advertisement which is subsequently published related to the public upon release by you Debentures, or the time of the publication first mailing of a newspaper advertisement relating copies of the Prospectus related to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersstock which are subsequently delivered, whichever shall first occur. This Agreement shall, nevertheless become effective at such time earlier than the time specified above, after the Effective Date; as the Underwriter may determine by notice to the Company. (b) This Agreement may be terminated shall automatically terminate at the expiration of six months from the Effective Date, unless extended by you at any time before it becomes effective in accordance with Section 10(a) agreement of the Parties, or earlier by the Underwriter by notice to the Company and in the Selling Shareholders; provided, however, event that the Company shall have failed or been unable to comply with any of the terms, conditions, or provisions of this Section 10 Agreement on the part of the Company to be performed, complied with or fulfilled (including but not limited to those specified in Sections 2, 3, 4, 5 and of Section 7 6 hereof) within the respective times provided for on each Closing Date, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by the Underwriter in writing (the "Termination Date"), except that Sections 5, 7, 8 and Section 11 hereof 9 shall at all times be effectiveeffective and bind all the Parties. In addition, this Agreement may be terminated on or at any time prior to the event first Closing Date by agreement of the parties or by the Underwriter, by written or telegraphic notice to the Company, if there shall have occurred: (i) Any change or development involving a prospective change in or affecting particularly the business or properties of the Company which in the judgment of the Underwriter materially impairs the investment quality of the Debentures; (ii) Any suspension or limitation of trading in securities generally on the New York Stock Exchange, the American Stock Exchange, Nasdaq, or any setting of minimum prices for trading on either such exchange or on Nasdaq or any suspension of trading of any termination securities of the Company; (iii) Any banking moratorium; (iv) Any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Underwriter, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Debentures; (v) Any material adverse change in existing financial, political or economic conditions in the United States or elsewhere which change, in your opinion, has materially and adversely affected the market for the Debentures or other securities of the Company or the prospects for the Company, its business or its properties; or (vi) Any substantial loss to the Company by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether such loss shall have been insured. (c) Termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 10 shall be without liability of any party to any other party except other than as provided in Sections 5(t), 7 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective (i) if the Effective Date is on or before the date of this Agreement, at 1:00 p.m.11:00 A.M., St. Louis New York City time, on the next Business Day following the date hereof, (ii) if the Effective Date is after the date of this Agreement, at 11:00 A.M., New York City time, on the first business day full Business Day following the effective date of the Registration Statement, Effective Date or (iii) at such earlier time after the effective date of the Registration Statement becomes effective as you in your discretion shall first release the Shares Debentures for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company by giving notice as hereinafter provided to you, or by you by giving notice as hereinafter provided to the Company except that the provisions of Section 7 4(f) and 11 Section 6 hereof shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Debentures for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Debentures to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersDebentures, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company and if (i) the Selling Shareholders; providedCompany shall have failed, howeverrefused or been unable, that at or prior to the provisions Closing Date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of this Section 10 and the Underwriters' obligation hereunder is not fulfilled, (iii) trading in securities generally on the NYSE shall have been suspended or minimum prices shall have been established on such exchange by the Commission or such exchange or other regulatory body or governmental authority having jurisdiction, (iv) a banking moratorium is declared by either federal or New York state authorities, (v) the United States becomes engaged in hostilities or there is an escalation of Section 7 and Section 11 hereof hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (vi) there shall at all times have been such a material adverse change in general economic, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be effectivesuch, as to, in the judgment of a majority in interest of the several Underwriters, make it inadvisable or impracticable to proceed with the offering or delivery of the Debentures. In the event of any Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of the Company or any party to any other party Underwriter, except as otherwise provided in Sections 7 4(f) and 11 6 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 10 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.6:00 A.M., St. Louis Los Angeles time, on the first business day full Business Day following the effective date of the Registration Statement, or at such earlier time after the effective date of upon which the Registration Statement becomes effective. Until this Agreement is effective, it may be terminated by the Company by giving notice as you in your discretion shall first release the Shares for offering hereinafter provided to the public; providedUnderwriter or by the Underwriter by giving notice as hereinafter provided to the Company, however, except that the provisions of Section 7 4(k) and 11 Section 6 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Until the Initial Closing Date, this Agreement may be terminated by you the Underwriter by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the Initial Closing Date, to perform any time before it becomes effective agreement on its part to be performed hereunder; (ii) any other condition of the obligations of the Underwriter hereunder is not fulfilled; (iii) if there has been, since the date as of which the information is given in accordance with Section 10(athe Final Prospectus, any change or any development involving a prospective change, in the business or prospects of the Company that would have a Material Adverse Effect (notice of which shall be given by the Company to the Underwriter promptly after the occurrence thereof); (iv) trading in the Shares has been suspended by the Commission or trading in securities generally on either the New York Stock Exchange, American Stock Exchange or NASDAQ shall have been suspended or minimum or maximum prices shall have been established on or maximum ranges for prices for securities have been required by such exchange or NASDAQ by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; or (v) a general banking moratorium shall have been declared by a state or Federal authority; or (vi) if there has occurred any material adverse change in the financial markets in the United States or internationally or any outbreak of hostilities or escalation of existing hostilities or other calamity or crisis that, in your reasonable judgment, is material and adverse. If any of the foregoing events occurs after the Initial Closing Date and prior to the completion of the Subsequent Closing, the Underwriter also shall be entitled to terminate this Agreement by giving notice thereof to the Company and the Selling Shareholders; as hereinafter provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any . (c) Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability on the part of the Company or any party to any other party Underwriter, except as otherwise provided in Sections 7 4(k) and 11 6 hereof. (d) This Agreement also Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 9 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (aA) This Agreement shall become effective at 1:00 p.m.______ a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which you release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. Until this Agreement is effective, howeverit may be terminated by the Company or by you by giving notice as hereinafter provided to you or by you by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 4(l) and 11 Section 6 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Firm Securities for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Firm Securities to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Securities, whichever shall first occuroccurs first. (bB) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) all other conditions of the obligations of the Underwriters hereunder are not fulfilled when and as required to be fulfilled; (iii) trading in securities generally on the Selling Shareholders; providedNew York Stock Exchange or the American Stock Exchange or The Nasdaq Stock Market or the over-the counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction, however(iv) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body of governmental authority having jurisdiction, that (v) a general banking moratorium shall have been declared by Federal or state authorities, (vi) a material disruption in securities settlement, payment or clearance services in the provisions United States shall have occurred, (vii) there shall have been any downgrading or any notice of this Section 10 and intended or potential downgrading in the rating accorded any securities of Section 7 and Section 11 hereof the Company by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (viii) there shall at all times have been any material adverse change in general economic, political or financial conditions or the financial markets or if the effect of international conditions on the financial markets in the United States shall be effective. In such as, in your judgment, makes it inadvisable to proceed with the event delivery of the Securities, or (ix) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in your good faith judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, 8 shall be without liability on the part of the Company or any Underwriter, except as otherwise provided in Section 4(l) and Section 6 hereof. Any notice referred to above may be given at the Selling Shareholders address specified in Section 10 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not then be under any liability to any Underwriter except immediately confirmed in writing. (C) This Agreement may also be terminated as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section Sections 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersShareholder; provided, however, that the provisions of this Section 10 and of Section Sections 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders Shareholder shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders Shareholder if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersShareholder, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections Section 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders Shareholder by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m._____ a.m., St. Louis Washington, D.C. time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering the sale to the public; provided, howeverunless prior to such time the Representatives shall have received written notice from the Company that it elects that this Agreement shall not become effective, that or the provisions of Section 7 and 11 Representatives shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and that the Selling ShareholdersRepresentatives on behalf of the Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 and Section 11 9 hereof shall at all times be effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representatives to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereofthe release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (cb) This Agreement (except for the provisions of Sections 7 and 9 hereof) may be terminated by you at the Representatives by notice to the Company in the event that the Company has failed to comply in any time respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date by notice to or any Option Closing Date, as the case may be, or if any of the representations or warranties of the Company and are not accurate in any respect or if the Selling Shareholders covenants, agreements or conditions of, or applicable to, the Company herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or any Option Closing Date, as the case may be, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or any such Option Closing Date: (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss was insured; (ii) trading in the Stock shall have been suspended by the Commission or the NNM or trading in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; (v) there shall have been commenced any action, suit or proceeding at law or in equity against the Company, or by any federal, state or other commission, board or agency, wherein any unfavorable decision would materially adversely affect the business, properties or financial condition of the Company; (vi) there shall have occurred any material adverse market conditions, of which the Representatives shall be the sole judge; (vii) Company's independent public accountants shall have imposed qualifications in certifying to, or its attorneys in opining upon, material items including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Shares, corporate proceedings or other subjects; or (viii) there shall have been a material adverse change in (i) general economic, political or financial conditions or (ii) the present or prospective business or condition (financial or other) of the Company that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Optional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Representative shall notify the Company immediately after the Representative has taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 Sections 6(q) and 11 8 hereof shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE or Nasdaq or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 6(n) or 8 hereof. Any notice referred to above may be given at the address specified in Section 7 12 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterhereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis Washington, DC time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares Preferred Securities for offering the sale to the public; provided, howeverunless prior to such time the Representatives shall have received written notice from the Company on behalf of itself and the Trust that they elect that this Agreement shall not become effective, that or the provisions of Section 7 and 11 Representatives shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and Offerors that the Selling ShareholdersRepresentatives on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 and Section 11 9 hereof shall at all times be effective. In the event of any termination For purposes of this Section 1l(a), the Preferred Securities to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Preferred Securities for offering or the release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Preferred Securities. (b) This Agreement pursuant (except for the provisions of Sections 7 and 9 hereof) may be terminated by the Representatives by written notice to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then Trust in the event that either of the Offerors has failed to comply in any material respect with any of the provisions of this Agreement required on its part to be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time complied with at or prior to the Closing Date by notice to the Company and the Selling Shareholders Date, or if any condition of the representations or warranties of the Offerors are not materially accurate in any respect or if the covenants, agreements or conditions of, or applicable to, the Offerors herein contained have not been complied with in any material respect or satisfied within the time specified in Section 6 hereof shall not have been satisfied on or the Closing Date, unless waived by the Representatives, as the case may be, or if prior to the Closing Date. Any : (i) the Company or the Subsidiaries, taken as a whole, or the Trust shall have sustained a loss by strike, fire, flood, accident or other calamity of such termination a character, in the reasonable judgment of the Representatives, as to interfere materially with the conduct of the business and operations of the Company, the Subsidiaries or the Trust, as the case may be, regardless of whether or not such loss was insured; (ii) trading in the securities of the Company or in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by Maryland, Delaware or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States which, in each Representatives' reasonable judgment, will materially affect the general securities market or make it inadvisable, in their sole, reasonable judgment, to proceed with the sale of and payment for the Preferred Securities; (v) there shall have been commenced any action, suit or proceeding at law or in equity against the Company, the Bank Subsidiary or the Trust, or by any federal, state or other commission, board or agency, wherein, in the reasonable judgment of the Representatives, any unfavorable decision would have a Material Adverse Effect on the Company or the Trust; (vi) there shall have occurred the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the reasonable judgment of the Representatives has or will have a Material Adverse Effect on the Company or the Trust; (vii) there shall have been taken any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the reasonable judgment of the Representatives has a Material Adverse Effect or will materially adverse affect the financial markets in the United States; or (viii) the Company's independent public accountants shall have imposed qualifications in certifying to, or its attorneys in opining upon, material items including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Common Securities, the Preferred Securities or the Subordinated Debentures, corporate proceedings or other subjects; or (ix) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company, the Subsidiaries or the Trust, as the case may be that, in each case, in the reasonable judgment of the Representatives, makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Preferred Securities on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.12:00 Noon, St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Representative release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. The Representative shall notify the Company immediately after the Representative has taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by the Representative by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 Sections 4(l) and 11 6 shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company, if (i) the Company and shall have failed, refused or been unable, at or prior to the Selling ShareholdersFirst Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange, howeverAmerican Stock Exchange or the Nasdaq Capital Market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq Capital Market or other regulatory body of governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, that payment or clearance services in the provisions United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, 8 shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 4(l) or 6 hereof. Any notice referred to above may be given at the address specified in Section 7 10 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter7 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York, NY time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares Preferred Securities for offering the sale to the public; provided, howeverunless prior to such time the Representatives shall have received written notice from the Company on behalf of itself and the Trust that they elect that this Agreement shall not become effective, that or the provisions of Section 7 and 11 Representatives shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and Offerors that the Selling ShareholdersRepresentatives on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 and Section 11 9 hereof shall at all times be effective. In the event of any termination For purposes of this Section 11(a), the Preferred Securities to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Preferred Securities for offering or the release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Preferred Securities. (b) This Agreement pursuant (except for the provisions of Sections 7 and 9 hereof) may be terminated by the Representatives by written notice to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then Trust in the event that either of the Offerors has failed to comply in any respect with any of the provisions of this Agreement required on its part to be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time complied with at or prior to the Closing Date by notice to the Company and the Selling Shareholders or any Option Closing Date, or if any condition of the representations or warranties of the Offerors are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to, the Offerors herein contained have not been complied with in any respect or satisfied within the time specified in Section 6 hereof shall not have been satisfied on or the Closing Date or any Option Closing Date, as the case may be, or if prior to the Closing Date or Option Closing Date. Any : (i) the Company, any of the Subsidiaries or the Trust shall have sustained a loss by strike, fire, flood, accident or other calamity of such termination a character, as to interfere materially with the conduct of the business and operations of the Company and its Subsidiaries considered as one enterprise, or the Trust, as the case may be, regardless of whether or not such loss was insured; (ii) trading in the securities of the Company or in securities generally on the New York Stock Exchange shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a general banking moratorium shall have been declared by New York, Delaware or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States if the effect of any such event in the judgment of the Representatives makes it impractical or inadvisable to proceed with the public offering or the delivery of the Preferred Securities on the terms and in the manner contemplated in the Prospectus; (v) there shall have occurred any material adverse market conditions involving the United States, or any change in national political, financial or economic conditions, the effect of which in the judgment of the Representatives makes it impractical or inadvisable to proceed with the public offering or the delivery of the Preferred Securities on the terms and in the manner contemplated in the Prospectus; (vi) the Company's independent public accountants shall have imposed qualifications in certifying to material items including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Common Securities, the Preferred Securities or the Subordinated Debentures; or (vii) there shall have been a material adverse change in the business or financial condition of the Company and its Subsidiaries considered as one enterprise, or the Trust, as the case may be that, in each case, in the judgment of the Representatives, makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Preferred Securities on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which the Underwriters release the initial offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Firm Shares for offering sale to the public; provided. Until this Agreement is effective, howeverit may be terminated by the Company or by the Underwriters by giving notice as hereinafter provided to the Company, except that the provisions of Section Sections 5(n) and 7 and 11 hereof shall at all times be effective. For the purposes purpose of this Section 10(a)Section, the Shares Securities shall be deemed to have been released for sale to the public upon release by you the Representative of an electronic communication authorizing commencement of the publication offering of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares Securities for sale to by the Underwriters or other securities dealers, whichever shall first occur. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative by giving notice as hereinafter provided to the Company and if: (i) the Selling ShareholdersCompany shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder, unless the failure to perform any agreement is due to the default or omission by an Underwriter; provided(ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by Nasdaq or other stock exchange or regulatory body or governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by Federal or state authorities; (vi) a material disruption in securities settlement, howeverpayment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, that political or financial conditions or if the provisions effect of this Section 10 and international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of Section 7 and Section 11 hereof shall at all times be effective. In the event Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination 8 shall be without liability on the part of any party to any other party the Company or the Underwriters, except as otherwise provided in Sections 5(n) or 7 and 11 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 10 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Standby Underwriting Agreement shall become effective at 1:00 p.m.8:00 A.M., St. Louis Los Angeles time, on the earlier of (i) the first business day full Business Day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as becomes effective. or (ii) the day on which you in your discretion shall first release the Shares Underwritten Units for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action that causes this Standby Underwriting Agreement to become effective. Until this Standby Underwriting Agreement is effective, howeverit may be terminated by the Company by giving notice as hereinafter provided to you or by you by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 4(i) and 11 Section 6 shall at all times be effective. For the purposes of this Section 10(a)Standby Underwriting Agreement, the Shares release of the Underwritten Units for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Underwritten Units to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersUnits, whichever shall first occuroccurs first. (b) This Until the Closing Date, this Standby Underwriting Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company and the Selling Shareholders; providedCompany, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(bif (i) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 have failed, refused or Section 11 hereof. (c) This Agreement may be terminated by you at any time been unable, at or prior to the Closing Date by notice Date, in material respects to perform any agreement on its part to be performed hereunder, (ii) any other material condition of the Company and obligations of the Selling Shareholders if any condition specified Standby Underwriter hereunder is not fulfilled; (iii) trading in Section 6 hereof or reporting of securities generally on the New York Stock Exchange, the NASDAQ National Market System or the over-the-counter market shall not have been satisfied suspended or minimum prices shall have been established on either of such exchanges or prior such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) a general banking moratorium shall have been declared by federal or state authorities; or (v) if in your sole judgment there shall have been such a material adverse change in general economic, political or financial conditions or if in your sole judgment there shall have been a material adverse change in -------------------------------------- Troop Meisxxxxx Xxxuxxx & Xasixx, xxp international conditions, the effect of which on the financial market in the United States shall be such as makes it inadvisable to proceed with the Closing Datedelivery of any of the Underwritten Units. Any such termination of this Underwriting Agreement pursuant to this Section 7 shall be without liability on the part of any party to any other party the Company or the Standby Underwriter, except as otherwise provided in Sections 7 Section 4(i) and 11 Section 6 hereof. (d) This Agreement also . Any notice referred to above may be terminated by you, by notice to given at the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition address specified in Section 6 9 hereof in writing or by telegraph or telephone, and if by telegraph or telephone, shall not have been satisfied at or prior to the Option Closing Date or as provided be immediately confirmed in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterwriting.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.a.m., St. Louis New York City time, on the first business day full Business Day following the effective earlier of (i) the date hereof, or (ii) the day on which you release the initial public offering of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Firm Securities for offering sale to the public; provided. You shall notify the Company immediately after you have taken any action which causes this Agreement to become effective. Until this Agreement is effective, howeverit may be terminated by the Company or by you by giving notice as hereinafter provided to you or by you by giving notice as hereinafter provided to the Company, except that the provisions of Section 7 5(l) and 11 Section 8 shall at all times be effective. For the purposes of this Section 10(a)Agreement, the Shares release of the initial public offering of the Firm Securities for sale to the public shall be deemed to have been released to the public upon release made when you release, by you telegram or otherwise, firm offers of the Firm Securities to securities dealers or release for publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealersFirm Securities, whichever shall first occuroccurs first. (b) This Until the First Closing Date, this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice as hereinafter provided to the Company, if (i) the Company and or the Selling ShareholdersStockholder shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by any Underwriter, (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; provided(iii) trading in securities generally on the New York Stock Exchange or the American Stock Exchange or the over-the-counter market shall have been suspended or minimum or maximum prices shall have been established on either of such exchanges or such market by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction, however(iv) trading or quotation in any of the Company's securities shall have been suspended or limited by the Commission or by such exchange or other regulatory body of governmental authority having jurisdiction, that (v) a general banking moratorium shall have been declared by Federal or state authorities, (vi) a material disruption in securities settlement, payment or clearance services in the provisions United States shall have occurred, (vii) there shall have been any downgrading or any notice of this Section 10 and intended or potential downgrading in the rating accorded any securities of Section 7 and Section 11 hereof the Company or its Subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Securities Act, (viii) there shall at all times have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be effective. In such as, in your judgment, makes it inadvisable to proceed with the event delivery of the Securities, or (ix) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in your judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the public offering or the delivery of the Securities. Any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof10 shall be without liability on the part of the Company, the Company and the Selling Shareholders shall not then be under Stockholder or any liability to any Underwriter Underwriter, except as otherwise provided in Sections 5(l) and 8 hereof. Any notice referred to above may be given at the address specified in Section 7 12 hereof in writing or Section 11 hereofby telegraph or telephone, and if by telegraph or telephone, shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterhereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 A.M., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representative, in your discretion its sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you of unless prior to such time the publication of a newspaper advertisement relating to Representative shall have received written notice from the Shares Company that it elects that this Agreement shall not become effective, or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Representative shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by have given written notice to the Company and that the Selling ShareholdersRepresentative on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 and of Section 7 6 and Section 11 8 hereof shall at all times be effective. In the event of any termination For purposes of this Section 11(a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representative to securities dealers releasing such Shares for offering or the release by the Representative for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (b) This Agreement pursuant (except for the provisions of Sections 6 and 8 hereof) may be terminated by the Representative by notice to Section 9 or this Section 10(b) hereof, the Company and the Attorney-in-Fact in the event that the Company or any of the Selling Shareholders shall not then Stockholders has failed to comply in any respect with any of the provisions of this Agreement required on its parts to be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company or the Selling Stockholders are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company and or the Selling Shareholders Stockholders herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and its Subsidiaries takes as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Stock shall have been suspended by the Commission or the National Association of Securities Dealers Automated Quotations National Market System or trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotations National Market System shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its subsidiaries taken as a whole that, in each case, in the Representative's judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis Baltimore, Maryland time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares Securities for offering the sale to the public; provided, howeverunless prior to such time the Representatives shall have received written notice from the Company electing that this Agreement shall not become effective, that or the provisions of Section 7 and 11 Representatives shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and that the Selling ShareholdersRepresentatives on behalf of the Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 and Section 11 9 hereof shall at all times be effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Securities to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representatives to any Underwriter except as provided in Section 7 securities dealers releasing such Securities for offering or Section 11 hereofthe release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Securities. (cb) This Agreement (except for the provisions of Sections 7 and 9 hereof) may be terminated by you at the Representatives by written notice to the Company in the event that the Company has failed to comply in any time respect with any of the provisions of this Agreement required on its part to be complied with at or prior to the Closing Date by notice to or any Option Closing Date, or if any of the representations or warranties of the Company and are not accurate in any respect or if the Selling Shareholders covenants, agreements or conditions of, or applicable to, the Company herein contained have not been complied with in any respect or satisfied within the time specified or the Closing Date or any Option Closing Date, as the case may be, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or Option Closing Date. Any : (i) the Company or any of the Subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such termination a character, in the judgment of the Representatives, as to interfere materially with the conduct of the business and operations of the Company or the affected Subsidiary, as the case may be, regardless of whether or not such loss was insured; (ii) trading in the securities of the Company or in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by Maryland or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; (v) there shall have been commenced any action, suit or proceeding at law or in equity against the Company or any of the Subsidiaries, or by any federal, state or other commission, board or agency, wherein, in the judgment of the Representatives, any unfavorable decision would have a Material Adverse Effect on the Company; (vi) there shall have occurred the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the judgment of the Representatives has or will have a Material Adverse Effect on the Company; (vii) there shall have been taken any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the judgment of the Representatives has a material adverse effect or will have a material adverse effect on the financial markets in the United States; (viii) there shall have occurred any material adverse market conditions in the judgment of the Representatives; (ix) the Company's independent public accountants or its attorneys, as the case may be, shall have imposed qualifications in certifying to or opining upon material items, including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Securities, corporate proceedings or other subjects; or (x) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company or any of the Subsidiaries, as the case may be, that, in each case, in the judgment of the Representatives, makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Securities on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on upon the first business day following later of (i) the effective date execution of this Agreement or (ii) when the Underwriters and the Company shall have received notification from the Commission of the effectiveness of the Registration Statement, unless prior to such time the Representatives shall have received written notice from the Company that it elects that this Agreement shall not become effective, or at such earlier time after the effective date of the Registration Statement as you in your discretion Representatives shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and that the Selling ShareholdersRepresentatives on behalf of the Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 6 and Section 11 8 hereof shall at all times be effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Offered Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representatives to any Underwriter except as provided in Section 7 securities dealers releasing such Offered Shares for offering or Section 11 hereofthe release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Offered Shares. (cb) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at the Representatives by notice to the Company in the event that the Company has failed to comply in any time material respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date by notice to or the Option Closing Date, respectively, or if any of the representations or warranties of the Company and is not accurate in any material respect or if the Selling Shareholders covenants, agreements or conditions of, or applicable to, the Company herein contained have not been complied with in any material respect or satisfied within the time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date, respectively: (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity or act of God of such a character as to interfere materially with the conduct of the business and operations of the Company, regardless of whether or not such loss was insured; (ii) trading in the Offered Shares shall have been suspended by the Commission or the Nasdaq National Market or trading in securities generally on the New York Stock Exchange or the Nasdaq National Market shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market; (iii) a banking moratorium shall have been declared by New York or United States authorities, or a moratorium in foreign exchange trading by major international banks or persons shall have been declared; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company that, in the Representatives' judgment, makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Offered Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. 4.1 This Funding Agreement shall be effective as of the Effective Date, subject to the following conditions precedent: (a) FERC acceptance for filing of this Funding Agreement; (b) if Tri-State determines that approval of the RUS is required, the RUS approves this Funding Agreement or is deemed to have approved this Funding Agreement by virtue of the failure of RUS to object to this Funding Agreement within the time prescribed in the Tri-State loan contract with RUS; and (c) none of the Participants has rejected this Funding Agreement pursuant to Section 4.3. 4.2 Within two (2) weeks of execution of this Funding Agreement by all Participants, (a) PNM shall file a copy of this Funding Agreement with the FERC; and (b) if Tri-State determines that approval of the RUS is required, Tri-State shall make all necessary filings with the RUS to obtain such approval. In the filing with FERC, PNM shall request waiver of applicable FERC notice requirements in order to allow this Funding Agreement to become effective as of the Proposed Effective Date, supporting the waiver with an explanation of the time constraints imposed by the BART Alternative, the need for equity and efficiency, and the Participants’ agreement to the Proposed Effective Date. All other Participants shall support or not oppose PNM’s FERC filing by the prompt filing at FERC of a certificate or letter of concurrence; by intervening at FERC in support of the filing; or by not taking any action to oppose the filing. 4.3 Following (a) an order by the FERC, (b) a letter or other communication from the RUS, if any, (c) an order, letter or other communication from any other regulatory agency from which approval of this Funding Agreement was not requested, or (d) a notice from a Participant pursuant to Section 4.4(d), the Participants shall each review such order, letter, communication or notice to determine if the FERC, RUS, or such agency or Board has changed or modified a condition or conditions, deleted a condition or conditions, or imposed a new condition or conditions with regard to this Funding Agreement; or has conditioned its approval of this Funding Agreement upon changes or modifications to a condition or conditions, deletion of a condition or conditions or imposition of a new condition or conditions. The Participant receiving such order, letter, communication, or notice shall promptly provide a copy of such order, letter, communication, or notice to the other Participants. Within ten (10) business days after receipt by the other Participants of the copy of the order, letter, communication, or notice the Participants shall indicate to each other in writing their acceptance or rejection of this Funding Agreement based upon any changes, modifications, deletions or new conditions required by the FERC, RUS, any agency having jurisdiction or Board. A failure to notify within said ten (10) day period shall be the equivalent to a notification of acceptance. If any Participant rejects this Funding Agreement because the FERC, RUS, any agency having jurisdiction, or Board has modified a condition, deleted a condition or imposed a new condition in this Funding Agreement, or has conditioned its approval on such a change, modification, deletion or new condition, the Participants will be deemed to have rejected this Funding Agreement, it will not take effect, and the Participants shall attempt, in good faith, to renegotiate the terms and conditions of this Funding Agreement to resolve such changed, modified, deleted or new condition, or explanation for determination not to seek Board approval, to the satisfaction of the Participants within thirty (30) days after the date of such order, letter, communication, or notice and thereafter to obtain requisite regulatory approval of such renegotiated agreement. If a notice and explanation are provided pursuant to Section 4.4(d) communicating and explaining a Participant’s determination not to seek approval of the San Xxxx Restructuring Agreement, the Participants will follow the good faith renegotiation process outlined above. 4.4 This Funding Agreement shall become effective at 1:00 p.m.continue in force and effect until the sooner of (a) December 31, St. Louis time, on the first business day following 2017; (b) the effective date of the Registration StatementSan Xxxx Restructuring Agreement (provided that the San Xxxx Restructuring Agreement includes the payment obligations set forth in Section 5 and 6 of this Funding Agreement); (c) the date on which PNM, after good faith effort, provides notice to the Participants that it has failed to receive a requisite regulatory approval as described in Section 7 of the Resolution (including from the Environmental Protection Agency, the New Mexico Public Regulation Commission or at the FERC); or (d) the date on which a Participant provides notice to the other Participants that it has failed to receive or will not seek Board approval required to enter into the San Xxxx Restructuring Agreement (after having adhered to the process set forth in the final sentence of Section 4.3). If a Participant determines that it will not seek Board approval of the San Xxxx Restructuring Agreement, it shall explain to the Participants why it elected not to seek such earlier time after approval. Consistent with Section 7(b) of the effective Resolution, each Participant will either support each other’s filings and approvals or not oppose any such filings or approvals. If this Funding Agreement terminates due to condition (c) or (d) above (either a “Failure to Receive Approval”), then: 4.4.1 The Participants’ responsibilities for Capital Improvements under Section 6 of this Funding Agreement shall revert as of the date of such termination to those in effect under the Registration Statement as you in your discretion shall first release the Shares for offering SJPPA prior to the publicEffective Date. Payments made and received under Section 6 of this Funding Agreement between the Effective Date and the date this Funding Agreement terminates shall not be returned to the Participants who made such payments. 4.4.2 The Participants shall negotiate in good faith to address the consequences of a Failure to Receive Approval and to reach a resolution that preserves the principles and economics of the Resolution as closely as possible. 4.5 As used in this Section 4.5, “Reversion Date” means January 1, 2016 or such later date upon which the Participants may agree. If the San Xxxx Restructuring Agreement is not executed before the Reversion Date: (i) PNM will return to the Exiting Participants the Shared Inventory on the Reversion Date and the Exiting Participants will pay to PNM the amount PNM paid for the Shared Inventory; provided(ii) the Remaining Participants will return the Restructuring Fees as received pursuant to Section 5.4 to the Exiting Participants; and (iii) all Participants’ rights, however, that obligations and responsibilities with respect to fuel will revert to the provisions of Section 7 the SJPPA prospectively as of the Reversion Date. The payments provided for in subsections (i) and 11 (ii) will occur by January 29, 2016 (or such later date upon which the Participants may agree). Any subsequent sale of all or part of coal inventory by any Participant will require the prior written consent of the other Participants, which consent shall at all times not be effectiveunreasonably withheld. For the purposes of The Participants’ rights and obligations under this Section 10(a), 4.5 survive the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant if termination is due to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability a Failure to any Underwriter except as provided in Section 7 or Section 11 hereofReceive Approval. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m._____ a.m., St. Louis Washington, D. C. time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering the sale to the public; provided, howeverunless prior to such time the Representatives shall have received written notice from the Company that it elects that this Agreement shall not become effective, that or the provisions of Section 7 and 11 Representatives shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and that the Selling ShareholdersRepresentatives on behalf of the Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 and Section 11 9 hereof shall at all times be effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representatives to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereofthe release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (cb) This Agreement (except for the provisions of Sections 7 and 9 hereof) may be terminated by you at the Representatives by notice to the Company in the event that the Company has failed to comply in any time respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date by notice to or any Option Closing Date, as the case may be, or if any of the representations or warranties of the Company and are not accurate in any respect or if the Selling Shareholders covenants, agreements or conditions of, or applicable to, the Company herein contained have not been complied with in any respect or satisfied within the time specified on the Closing Date or any Option Closing Date, as the case may be, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or any such Option Closing Date: (i) the Company shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss was insured; (ii) trading in the Stock shall have been suspended by the Commission or the NNM or trading in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; (v) there shall have been commenced any action, suit or proceeding at law or in equity against the Company, or by any federal, state or other commission, board or agency, wherein any unfavorable decision would materially adversely affect the business, properties or financial condition of the Company; (vi) there shall have occurred any material adverse market conditions, of which the Representatives shall be the sole judge; (vii) Company's independent public accountants shall have imposed qualifications in certifying to, or its attorneys in opining upon, material items including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Shares, corporate proceedings or other subjects; or (viii) there shall have been a material adverse change in (i) general economic, political or financial conditions or (ii) the present or prospective business or condition (financial or other) of the Company that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Optional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis New York time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 8 and 11 12 shall at all times be effective. For the purposes of this Section 10(a11(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a11(a) by notice to the Company and the Selling ShareholdersSecurityholders; provided, however, that the provisions of this -------- ------- Section 10 11 and of Section 7 8 and Section 11 12 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 10 or this Section 10(b) hereof11(b), the Company and the Selling Shareholders Securityholders shall not then be under any liability to any Underwriter except as provided in Section 7 8 or Section 11 12 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders Securityholders if any condition specified in Section 6 8 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 8 and 11 12 hereof. (d) This Agreement also may be terminated by you, you by notice to the Company and the Selling Shareholders, Securityholders as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 8 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 10 of this Agreement. If you terminate this Agreement as provided in Sections 10(b11(b), 10(c11(c) or 10(d11(d), you shall notify the Company and the Selling Shareholders Securityholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) 4.1 This Agreement shall become effective on the date hereof; shall remain in effect for a period of two years from the date hereof and shall continue in effect thereafter, but only so long as such continuance is specifically approved at 1:00 p.m.least annually by the affirmative vote of (i) a majority of the members of the Board of Directors who are not parties to this Agreement or interested persons of the Funds, St. Louis the Thai Manager or the U.S. Manager, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Board of Directors or the holders of a majority of the outstanding voting securities of the Company. This Agreement may nevertheless be terminated at any time, on without any penalty, by the first business day following the effective date Company's Board of Directors or by vote of holders of a majority of the Registration Statementoutstanding voting securities of the Company, or by the U.S. Manager, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to the other parties hereto, at such earlier time after their respective addresses given above or at any other address of which any shall have notified the effective date others in writing, and shall automatically be terminated in the event of its assignment (as defined in the Investment Company Act) or termination of the Registration Statement Advisory Sections of the Investment Contract as you set forth in your discretion shall first release the Shares for offering Section 8.2 thereof or other termination pursuant to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective8.4 thereof. For the purposes of this Section 10(a), the Shares Any notice shall be deemed given when received by the addressee. 4.2 This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto other than as permitted pursuant to have been released to Section 4.1 hereof. It may be amended by mutual agreement, but only after authorization of such amendment (a) by the public upon release by you affirmative vote of (i) the holders of a majority of the publication outstanding voting securities of the Company; and (ii) a newspaper advertisement relating to majority of the Shares members of the Board of Directors who are not interested persons of the Funds, the Thai Manager or upon release the U.S Manager, cast in person at a meeting called for the purpose of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. voting on such approval; and (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereofapplicable Thai law. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 a.m., St. Louis New York City time, on the first business day following the effective date of the Registration Statement, hereof or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representative in your its sole discretion shall first release the Shares for offering sale to the public, unless prior to such time the Representative shall have received written notice from the Company that it elects that this Agreement shall not become effective or the Representative shall have given written notice to the Company that the Representative on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of Sections 6 and 8 hereof and this Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(asubsection (a), the Shares to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representative to securities dealers releasing such Shares for offering or the public upon release by you the Representative for publication of the publication of a first newspaper advertisement which is subsequently published relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occurShares. (b) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Representative on behalf of the Underwriters by notice to the Company and in the Selling Shareholders; provided, however, event that the Company has failed to comply in any material respect with any of the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times Agreement required to be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time performed at or prior to the Closing Date or any Additional Closing Date, or if any of the representations or warranties of the Company are not accurate in any material respect, or if the covenants, agreements or conditions of or applicable to the Company herein contained have not been complied with in any material respect or materially satisfied within the time specified on the Closing Date or any Additional Closing Date, respectively, or if prior to the Closing Date or any Additional Closing Date: (i) the Company or any of the Subsidiaries shall have sustained a loss (regardless of whether or not such loss was insured) by notice explosion, strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and the Selling Shareholders if any condition specified Subsidiaries, taken as a whole; (ii) trading in Section 6 hereof the Common Stock shall not have been satisfied suspended by the Commission or the ASE or trading in securities generally on the New York Stock Exchange or prior the Nasdaq National Market shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole that, in each case, in the Representative's judgment makes it impracticable or inadvisable to make or consummate the public offering or the sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 after the Primary Shares have been purchased by the Underwriters hereunder shall be applicable only to the Closing DateAdditional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall not become effective at 1:00 p.m., St. Louis time, on until the first business day following later of (i) the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 execution and 11 shall at all times be effective. For the purposes delivery of this Section 10(a), Agreement by the Shares shall be deemed to have been released to parties hereto and (ii) notification by the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice Commission to the Company and the Selling Shareholders; providedRepresentative of the effectiveness of the Registration Statement under the Securities Act. Until this Agreement is effective, howeverit may be terminated by the Company by giving notice as hereinafter provided to the Representative or by the Representative by giving notice as hereinafter provided to the Company, except that the provisions of this Section 10 Sections 4(p) and of Section 7 and Section 11 hereof shall at all times be effective. In . (b) Until the event First Closing Date, this Agreement may be terminated by the Representative by giving notice as hereinafter provided to the Company, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date, to perform any agreement on its part to be performed hereunder unless the failure to perform any agreement is due to the default or omission by an Underwriter; (ii) any other condition of the obligations of the Underwriters hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange or Nasdaq shall have been suspended or materially limited on, or minimum or maximum prices shall have been established on either of such exchanges by the Commission or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by any exchange or other regulatory body or governmental authority having jurisdiction; (v) a general banking moratorium shall have been declared by federal or New York State authorities; (vi) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred; (vii) there shall have been any material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be such as, in the Representative’s judgment, makes it inadvisable to proceed with the delivery of the Securities; or (viii) any attack on, outbreak or escalation of hostilities, declaration of war or act of terrorism involving the United States or any other national or international calamity or emergency if, in the Representative’s judgment, the effect of any such attack, outbreak, escalation, declaration, act, calamity or emergency makes it impractical or inadvisable to proceed with the completion of the Offering or the delivery of the Securities. Any termination of this Agreement pursuant to this Section 9 or this Section 10(b) hereof, shall be without liability on the part of the Company and the Selling Shareholders shall not then be under or any liability to any Underwriter Underwriter, except as otherwise provided in Section Sections 4(p) or 7 or hereof. Any notice referred to above may be given at the address specified in Section 11 hereofhereof in writing or transmitted by any standard form of telecommunication, which notice shall be immediately confirmed in writing. (c) This Agreement may also be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter8 hereof.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.9:00 a.m., St. Louis Washington, DC time, on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares Preferred Securities for offering the sale to the public; provided, howeverunless prior to such time the Representatives shall have received written notice from the Company on behalf of itself and the Trust that they elect that this Agreement shall not become effective, that or the provisions of Section 7 and 11 Representatives shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by given written notice to the Company and Offerors that the Selling ShareholdersRepresentatives on behalf of the Underwriters elects that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 11 and of Section 7 and Section 11 9 hereof shall at all times be effective. In the event of any termination For purposes of this Section 1l(a), the Preferred Securities to be purchased hereunder shall be deemed to have been so released upon the earlier of notification by the Representatives to securities dealers releasing such Preferred Securities for offering or the release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Preferred Securities. (b) This Agreement pursuant (except for the provisions of Sections 7 and 9 hereof) may be terminated by the Representatives by written notice to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then Trust in the event that either of the Offerors has failed to comply in any material respect with any of the provisions of this Agreement required on its part to be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time complied with at or prior to the Closing Date by notice to the Company and the Selling Shareholders or any Option Closing Date, or if any condition of the representations or warranties of the Offerors are not materially accurate in any respect or if the covenants, agreements or conditions of, or applicable to, the Offerors herein contained have not been complied with in any material respect or satisfied within the time specified in Section 6 hereof shall not have been satisfied on or the Closing Date or any Option Closing Date, as the case may be, or if prior to the Closing Date or Option Closing Date. Any : (i) the Company or the Subsidiaries, taken as a whole, or the Trust shall have sustained a loss by strike, fire, flood, accident or other calamity of such termination a character, in the judgment of the Representatives, as to interfere materially with the conduct of the business and operations of the Company, the Subsidiaries or the Trust, as the case may be, regardless of whether or not such loss was insured; (ii) trading in the securities of the Company or in securities generally on the New York Stock Exchange or the NNM shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on either such exchange or market; (iii) a banking moratorium shall have been declared by Maryland, Delaware or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States which, in each Representatives' reasonable judgment, will materially affect the general securities market or make it inadvisable, in their sole, reasonable judgement, to proceed with the sale of and payment for the Preferred Securities; (v) there shall have been commenced any action, suit or proceeding at law or in equity against the Company, the Bank Subsidiary or the Trust, or by any federal, state or other commission, board or agency, wherein, in the reasonable judgment of the Representatives, any unfavorable decision would have a Material Adverse Effect on the Company or the Trust; (vi) there shall have occurred the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the reasonable judgment of the Representatives has or will have a Material Adverse Effect on the Company or the Trust; (vii) there shall have been taken any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the reasonable judgment of the Representatives has a material adverse effect or will materially adverse affect the financial markets in the United States; or (viii) the Company's independent public accountants shall have imposed qualifications in certifying to, or its attorneys in opining upon, material items including, without limitation, information in the footnotes to the financial statements or matters incident to the issuance and sale of the Common Securities, the Preferred Securities or the Subordinated Debentures, corporate proceedings or other subjects; or (ix) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company, the Subsidiaries or the Trust, as the case may be that, in each case, in the judgment of the Representatives, makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Preferred Securities on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 and 11 9 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 a.m., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Underwriters, in your discretion their sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you unless prior to such time the Underwriters shall have received written notice from the Company that it elects that this Agreement shall not become effective, or the Underwriters on behalf of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Underwriters elect that this Agreement shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholdersnot become effective; provided, however, that the provisions of this Section 10 and of ----------------- Section 7 5 and Section 11 8 hereof shall at all times be effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Underwriters to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereofthe release by the Underwriters for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (cb) This Agreement (except for the provisions of Sections 5 and 8 hereof) may be terminated by you at the Underwriters by notice to the Company in the event that the Company has failed to comply in any time material respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company is not accurate in any material respect or if the covenants, agreements or conditions of, or applicable to the Company and herein contained have not been complied with in any material respect or satisfied within the Selling Shareholders time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company or any of its Subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and its Subsidiaries taken as a whole regardless of whether or not such loss was insured; (ii) trading in the Preferred Stock or Common Stock shall have been suspended by the Commission or The New York Stock Exchange or trading in securities generally on the New York Stock Exchange shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been (A) a material adverse change in general economic, political or financial conditions, or (B) a Material Adverse Effect on the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole, that, in each case, in the Underwriters' reasonable judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 5 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Units for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares Units shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares Units or upon release of telegrams, facsimile transmissions or letters offering the Shares Units for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersPartnership; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders Partnership shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders Partnership if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, Partnership as to any obligation of the Underwriters to purchase the Option SharesUnits, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders Partnership by telephone or telegramfacsimile, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d10(c), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis New York time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares Offered Securities for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares Offered Securities shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares Offered Securities or upon release of telegrams, facsimile transmissions or letters offering the Shares Offered Securities for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersCompany, as to any obligation of the Underwriters to purchase the Option SharesTrust Preferred Securities, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) A. This Agreement shall become effective at 1:00 p.m.the later of (i) the day upon which this Agreement shall have been executed and delivered by the parties hereto, St. Louis or (ii) at 10:00 a.m. Minneapolis time, on the first full business day following the effective date of the Registration StatementEffective Date, or at such earlier time after the effective date of Effective Date as the Registration Statement as you Representatives in your its discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)8, the Shares shall be deemed to have been released to the public upon release by you the Representatives of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions a telegram or letters a letter offering the Shares for sale to securities dealers, whichever shall first occur. (b) This B. The Representatives shall have the right to terminate this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you hereinafter specified at any time prior to the First Closing Date, and the option referred to in Section 2(B), if exercised, may be canceled at any time by the Representatives by giving such notice to the Company at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date by notice Date, to perform any material agreement on its part to be performed hereunder; (ii) any other condition of the Company and Underwriters' obligations hereunder is not fulfilled; (iii) trading in securities generally on the Selling Shareholders if any condition specified in Section 6 hereof New York Stock Exchange, American Stock Exchange or the Nasdaq Stock Market shall not have been satisfied suspended, or minimum or maximum prices for trading shall have been required or established by the Commission or by any such exchange or the Nasdaq Stock Market; (iv) a banking moratorium shall have been declared by federal, New York or Minnesota authorities; (v) there shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be such as, in the judgment of the Representatives, makes it impracticable or prior inadvisable to proceed with the Closing Datecompletion of the sale of and payment for the Shares; (vi) there shall have been the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority, which in the judgment of the Representatives materially and adversely affects or will materially and adversely affect the business or operations of the Company; or (vii) there shall be an outbreak of major hostilities (or an escalation thereof) in which the United States is involved or a formal declaration of war by the United States of America shall have occurred or any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Shares. Any such termination shall be without liability of any party to any other party party, except as provided in Sections 6 and 7 hereof; provided, however, that the Company shall remain obligated to pay costs and 11 expenses to the extent provided in Section 4(H) hereof. (d) This C. If the Representatives elect to prevent this Agreement also may be terminated by you, by notice from becoming effective or to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b)this Section 8, 10(c) or 10(d), you it shall notify the Company and the Selling Shareholders promptly by telephone telecopy or telegramtelephone, confirmed by letterletter sent to the address specified in Section 11 hereof. If the Company shall elect to prevent this Agreement from becoming effective, it shall notify the Representatives promptly by telecopy or telephone, confirmed by letter sent to the address specified in Section 11 hereof. D. If the Company shall fail at the First Closing Date to sell and deliver the number of Shares which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter. No action taken pursuant to this Section 8(D) shall relieve the Company from liability, if any, in respect of such default.

Effective Date and Termination. (a) A. This Agreement shall become effective at 1:00 p.m.the later of (i) the day upon which this Agreement shall have been executed and delivered by the parties hereto, St. Louis or (ii) at 10:00 a.m. Denver time, on the first full business day following the effective date of the Registration StatementEffective Date, or at such earlier time after the effective date of Effective Date as the Registration Statement as you Representatives in your its discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a)8, the Shares shall be deemed to have been released to the public upon release by you the Representatives of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions a telegram or letters a letter offering the Shares for sale to securities dealers, whichever shall first occur. (b) This B. The Representatives shall have the right to terminate this Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by giving notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you hereinafter specified at any time prior to the First Closing Date, and the option referred to in Section 2(C), if exercised, may be canceled at any time by the Representatives by giving such notice to the Company at any time prior to the Second Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the First Closing Date by notice Date, to perform any material agreement on its part to be performed hereunder; (ii) any other condition of the Company and Underwriters' obligations hereunder is not fulfilled; (iii) trading in securities generally on the Selling Shareholders if any condition specified in Section 6 hereof New York Stock Exchange, American Stock Exchange or the Nasdaq Stock Market shall not have been satisfied suspended, or minimum or maximum prices for trading shall have been required or established by the Commission or by any such exchange or the Nasdaq Stock Market; (iv) a banking moratorium shall have been declared by federal, New York or Colorado authorities; (v) there shall have been such a material adverse change in general economic, monetary, political or financial conditions, or the effect of international conditions on the financial markets in the United States shall be such as, in the judgment of the Representatives, makes it impracticable or prior inadvisable to proceed with the Closing Datecompletion of the sale of and payment for the Shares; (vi) there shall have been the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority, which in the judgment of the Representatives materially and adversely affects or will materially and adversely affect the business or operations of the Company; or (vii) there shall be an outbreak of major hostilities (or an escalation thereof) in which the United States is involved or a formal declaration of war by the United States of America shall have occurred or any other substantial national or international calamity or any other event or occurrence of a similar character shall have occurred since the execution of this Agreement that, in the judgment of the Representatives, makes it impracticable or inadvisable to proceed with the completion of the sale of and payment for the Shares. Any such termination shall be without liability of any party to any other party party, except as provided in Sections 6 and 7 hereof; provided, however, that the Company shall remain obligated to pay costs and 11 expenses to the extent provided in Section 4(H) hereof. (d) This C. If the Representatives elect to prevent this Agreement also may be terminated by you, by notice from becoming effective or to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b)this Section 8, 10(c) or 10(d), you it shall notify the Company and the Selling Shareholders promptly by telephone telecopy or telegramtelephone, confirmed by letterletter sent to the address specified in Section 11 hereof. If the Company shall elect to prevent this Agreement from becoming effective, it shall notify the Representatives promptly by telecopy or telephone, confirmed by letter sent to the address specified in Section 11 hereof. D. If the Company shall fail at the First Closing Date to sell and deliver the number of Shares which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter. No action taken pursuant to this Section 8(D) shall relieve the Company from liability, if any, in respect of such default.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares and associated Rights for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, you by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) 12.1 This Agreement shall become and be effective at 1:00 p.m., St. Louis time, on the first business day following the effective date as of the Registration Statementday and year first above written, and shall be terminable upon not less than thirty (30) days' notice served or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering given by either party hereto to the publicother; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be immediately terminated by you the Railroad upon the violation of any of the terms hereof by the Licensee. 12.2 Upon the removal or abandonment of the Facilities covered hereby, all the rights, title and interest of the Licensee hereunder shall cease and terminate, and this Agreement shall thereupon become and be null and void, without any liability on the part of either party to the other party, except only as to any liability accrued prior thereto, and the Licensee shall remove its Facilities and appurtenances from the Property, and all property of the Railroad shall be restored to good condition and to the satisfaction of the Railroad. Upon notification by the Railroad of termination of this Agreement, the Licensee shall remove its Facilities and appurtenances from the Property, and all property of the Railroad shall be restored to good condition and to the satisfaction of the Railroad. If the Licensee fails or refuses to remove its Facilities and appurtenances under any of the foregoing conditions, the Railroad shall be privileged to do so at any time before it becomes effective the cost and expense of the Licensee and thereafter, bill the Licensee in accordance with the terms of Section 10(a) by notice 8 hereof, and the Railroad shall not be liable in any manner to the Company and Licensee for said removal. 12.3 Anything herein contained to the Selling Shareholders; providedcontrary notwithstanding, however, that there shall be no obligation on the provisions part of this Section 10 and the Railroad to continue to own the Property or to operate the line of Section 7 and Section 11 hereof shall at all times be effective. In railroad in the event vicinity of any the Facilities to prevent the termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you Licensee's occupation rights at any time at Property covered hereunder on account of an abandonment of line or prior to service by the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof Railroad; nor shall not have been satisfied on or prior to the Closing Date. Any such termination shall there be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation upon the Railroad to perfect its title in order to continue in existence the said occupation rights after such abandonment of the Underwriters to purchase the Option Sharesline, if any condition specified in Section 6 hereof shall not have been satisfied at service or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letterProperty.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m., St. Louis time, on the first business day following the effective date of the Registration Statement, or at such earlier time after the effective date of the Registration Statement as you in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released to the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling ShareholdersCompany; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling ShareholdersCompany, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This 4.1 Except as otherwise provided in Section 4.3, this Agreement shall become effective at 1:00 p.m., St. Louis time, on upon the first business day following the effective date later of the Registration Statementfollowing dates: (a) the date upon which the FERC accepts for filing this Agreement; provided that, if the FERC orders a hearing to determine whether this Agreement is just and reasonable, this Agreement shall not become effective until the date when an order, no longer subject to judicial review, has been issued by the FERC determining this Agreement to be just and reasonable without changes or modifications unacceptable to the Participants; or (b) the date upon which the Rural Utilities Service ("RUS") approves this Agreement on behalf of Tri-State. 4.2 Following execution by all Participants, PNM shall file a copy of this Agreement with the FERC in a timely manner. In such filing, PNM shall request waiver of applicable FERC notice requirements in order to allow this Agreement to become effective as of the earliest feasible date. All other Participants shall support PNM's filing by the prompt filing of a certificate or letter of concurrence or intervention in support of the filing. 4.3 Following (a) an order by the FERC or any other regulatory agency having jurisdiction, or at (b) a letter or other communication from the RUS, the Participants shall each review such earlier time order, letter or communication to determine if the FERC, RUS or any agency having jurisdiction has changed or modified a condition or conditions, deleted a condition or conditions, or imposed a new condition or conditions with regard to this Agreement; or has conditioned its approval of this Agreement upon changes or modifications to a condition or conditions, deletion of a condition or conditions or imposition of a new condition or conditions. The Participant receiving such order, letter or communication shall promptly provide a copy of such order, letter or communication to the other Participants. Within fifteen (15) business days after receipt by the effective date other Participants of the Registration Statement as you copy of the order, letter or communication, the Participants shall indicate to each other in your discretion shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes writing their acceptance or rejection of this Section 10(a)Agreement based upon any changes, modifications, deletions or new conditions required by the FERC, RUS or any agency having jurisdiction. A failure to notify within said fifteen (15) day period shall be the equivalent to a notification of acceptance. If any Participant rejects this Agreement because the FERC, RUS or any agency having jurisdiction has modified a condition, deleted a condition or imposed a new condition in this Agreement, or has conditioned its approval on such a change, modification, deletion or new condition, the Shares shall Participants will be deemed to have been released rejected this Agreement and they shall attempt, in good faith, to renegotiate the public upon release by you of the publication of a newspaper advertisement relating to the Shares or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company terms and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination conditions of this Agreement pursuant to Section 9 resolve such changed, modified, deleted or this Section 10(bnew condition to the satisfaction of the Participants within one hundred twenty (120) hereofdays after the date of such order, the Company letter or communication and the Selling Shareholders shall not then be under any liability thereafter to any Underwriter except as provided in Section 7 or Section 11 hereofobtain requisite regulatory approval of such renegotiated agreement. (c) 4.4 This Agreement may be terminated shall continue in force and effect until July 1, 2022, unless otherwise agreed in writing by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereofParticipants. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective (i) if at 1:00 p.m.the time of execution of this Agreement the Registration Statement has not become effective, St. Louis at 8:00 a.m., California time, on the first full business day following the effective date effectiveness of the Registration Statement, or (ii) if at the time of execution of this Agreement the Registration Statement has been declared effective, at 8:00 a.m., California time, on the first full business day following the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective date as you may determine on and by notice to the Company or by release of any of the Registration Statement as you in your discretion shall first release the Shares Trust Preferred Securities for offering sale to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares Trust Preferred Securities shall be deemed to have been so released to upon the public upon release by you of the for publication of a any newspaper advertisement relating to the Shares Trust Preferred Securities or upon the release by you of telegramsnotices (i) advising Underwriters that the Trust Preferred Securities are released for public offering, facsimile transmissions or letters (ii) offering the Shares Trust Preferred Securities for sale to securities dealers, whichever may occur first. Until such time as this Agreement shall first occur. (b) This Agreement have become effective, it may be terminated by you at any time before it becomes effective in accordance with Section 10(a) the Offerors, by notice to notifying you, or by you, as Representatives of the Company and the Selling Shareholdersseveral Underwriters, by notifying Glacier; provided, however, that the provisions of this Section 10 and of -------- ------- Section 7 6 and Section 11 8 hereof shall at all times be effective. In . (b) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by the Representatives by notice to the Offerors in the event that the Offerors have failed to comply in any respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Time, or if any of the representations or warranties of the Offerors are not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Offerors herein contained have not been complied with in any respect or satisfied within the time specified at or prior to the Closing Time, or if prior to the Closing Time: (i) the Company or the Trust shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company or the Trust, regardless of whether or not such loss was insured; (ii) trading in the Trust Preferred Securities shall have been suspended by the Commission or the AMEX or trading in securities generally on the AMEX, New York Stock Exchange or the Nasdaq National Market shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such market system; (iii) a banking moratorium shall have been declared by New York, California or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any termination other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company or the Trust, that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Trust Preferred Securities on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereof. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) 4.1 This Agreement shall become effective on the date hereof; shall remain in effect for a period of two years from the date hereof and shall continue in effect thereafter, but only so long as such continuance is specifically approved at 1:00 p.m.least annually by the affirmative vote of (i) a majority of the members of the Board of Directors who are not parties to this Agreement or interested persons of the Funds, St. Louis the Thai Manager or the U.S. Manager, cast in person at a meeting called for the purpose of voting on such approval, and (ii) a majority of the Board of Directors or the holders of a majority of the outstanding voting securities of the Company. This Agreement may nevertheless be terminated at any time, on without any penalty, by the first business day following the effective date Company's Board of Directors or by vote of holders of a majority of the Registration Statementoutstanding voting securities of the Company, or by the U.S. Manager, upon 60 days' written notice delivered or sent by registered mail, postage prepaid, to the other parties hereto, at such earlier time after their respective addresses given above or at any other address of which any shall have notified the effective date others in writing, and shall automatically be terminated in the event of its assignment (as defined in the Investment Company Act) or termination of the Registration Statement Advisory Sections of the Investment Contract as you set forth in your discretion shall first release the Shares for offering Section 8.2 thereof or other termination pursuant to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective8.4 thereof. For the purposes of this Section 10(a), the Shares Any notice shall be deemed given when received by the addressee. 4.2 This Agreement may not be transferred, assigned, sold or in any manner hypothecated or pledged by either party hereto other than as permitted pursuant to have been released to Section 4.1 hereof. It may be amended by mutual agreement, but only after authorization of such amendment (a) by the public upon release by you affirmative vote of (i) the holders of a majority of the publication outstanding voting securities of the Company; and (ii) a newspaper advertisement relating to majority of the Shares members of the Board of Directors who are not interested persons of the Funds, the Thai Manager or upon release the U.S. Manager, cast in person at a meeting called for the purpose of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever shall first occur. voting on such approval; and (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by notice to the Company and the Selling Shareholders; provided, however, that the provisions of this Section 10 and of Section 7 and Section 11 hereof shall at all times be effective. In the event of any termination of this Agreement pursuant to Section 9 or this Section 10(b) hereof, the Company and the Selling Shareholders shall not then be under any liability to any Underwriter except as provided in Section 7 or Section 11 hereofapplicable Thai law. (c) This Agreement may be terminated by you at any time at or prior to the Closing Date by notice to the Company and the Selling Shareholders if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 7 and 11 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.

Effective Date and Termination. (a) This Agreement shall become effective at 1:00 p.m.11:00 A.M., St. Louis time, New York time on the first business day following the effective date of the Registration Statementhereof, or at such earlier time after the effective date of the Registration Statement becomes effective as you the Representatives, in your discretion their sole discretion, shall first release the Shares for offering to the public; provided, however, that the provisions of Section 7 and 11 shall at all times be effective. For the purposes of this Section 10(a), the Shares shall be deemed to have been released sale to the public upon release by you of unless prior to such time the publication of a newspaper advertisement relating to Representatives shall have received written notice from the Shares Company that it elects that this Agreement shall not become effective, or upon release of telegrams, facsimile transmissions or letters offering the Shares for sale to securities dealers, whichever Representatives shall first occur. (b) This Agreement may be terminated by you at any time before it becomes effective in accordance with Section 10(a) by have given written notice to the Company and that the Selling ShareholdersRepresentatives on behalf of the Underwriters elect that this Agreement shall not become effective; provided, however, that the provisions of this Section 10 and -------- ------- of Section 7 6 and Section 11 8 hereof shall at all times be effective. In the event of any termination For purposes of this Agreement pursuant to Section 9 or this Section 10(b) hereof11(a), the Company and Shares to be purchased hereunder shall be deemed to have been so released upon the Selling Shareholders shall not then be under any liability earlier of notification by the Representatives to any Underwriter except as provided in Section 7 securities dealers releasing such Shares for offering or Section 11 hereofthe release by the Representatives for publication of the first newspaper advertisement which is subsequently published relating to the Shares. (cb) This Agreement (except for the provisions of Sections 6 and 8 hereof) may be terminated by you at the Representatives by notice to the Company has failed to comply in any time respect with any of the provisions of this Agreement required on its part to be performed at or prior to the Closing Date by notice or the Option Closing Date, or if any of the representations or warranties of the Company is not accurate in any respect or if the covenants, agreements or conditions of, or applicable to the Company and herein contained have not been complied with in any respect or satisfied within the Selling Shareholders time specified on the Closing Date or the Option Closing Date, respectively, or if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date or the Option Closing Date: (i) the Company or any of its Subsidiaries shall have sustained a loss by strike, fire, flood, accident or other calamity of such a character as to interfere materially with the conduct of the business and operations of the Company and its Subsidiaries taken as a whole regardless of whether or not such loss was insured; (ii) trading in the Common Stock shall have been suspended by the Commission or the Nasdaq National Market or trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotations National Market System shall have been suspended or a material limitation on such trading shall have been imposed or minimum or maximum prices shall have been established on any such exchange or market system; (iii) a banking moratorium shall have been declared by New York or United States authorities; (iv) there shall have been an outbreak or escalation of hostilities between the United States and any foreign power or an outbreak or escalation of any other insurrection or armed conflict involving the United States; or (v) there shall have been a material adverse change in (A) general economic, political or financial conditions or (B) the present or prospective business or condition (financial or other) of the Company and its Subsidiaries taken as a whole that, in each case, in the Representatives' judgment makes it impracticable or inadvisable to make or consummate the public offering, sale or delivery of the Company's Shares on the terms and in the manner contemplated in the Prospectus and the Registration Statement. (c) Termination of this Agreement under this Section 11 or Section 12 after the Firm Shares have been purchased by the Underwriters hereunder shall be applicable only to the Additional Shares. Any such termination Termination of this Agreement shall be without liability of any party to any other party except other than as provided in Sections 7 6 and 11 8 hereof. (d) This Agreement also may be terminated by you, by notice to the Company and the Selling Shareholders, as to any obligation of the Underwriters to purchase the Option Shares, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. If you terminate this Agreement as provided in Sections 10(b), 10(c) or 10(d), you shall notify the Company and the Selling Shareholders by telephone or telegram, confirmed by letter.