Common use of Effective Date of Agreement; Termination Clause in Contracts

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 7(g) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable and documented fees and expenses of their counsel), incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 10 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchangesThe Nasdaq Stock Market, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe Exchange, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D‎(D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 ‎4 hereof, and provided further that the provisions of Sections 2‎2, 8‎8, 11‎11, 12 ‎12 and 13 ‎13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyRepresentatives, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the any Permitted Free Writing Prospectus, there shall have has been any Material Adverse Effectchange, or any developments that are reasonably likely to result in, individually or in the aggregate, a material adverse change, in the business, assets, management, condition (financial or otherwise), prospects or results of operations of any Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion Offering or the delivery of the Offering of Securities Units on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, or the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaq, the NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (Div) or (v), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable impractical or inadvisable to proceed with the completion Offering or the delivery of the Offering Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (c) since the time of execution of this Agreement, there shall have occurred any downgrading in, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Securities Act as in effect on July 20, 2010. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Partnership and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Units, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of Partnership Entities shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Western Gas Parties shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(p), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Western Gas Parties under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreementhereto. (b) The Representative may Initial Purchasers shall have the right to terminate this Agreement at any time at or prior to the Time of Purchase, Closing Date by notice to the CompanyCompany from the Initial Purchasers, if without liability (1other than with respect to Sections 6 and 7) since on the time of execution of Initial Purchasers’ part to the Company or any affiliate thereof if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed under this Agreement when and as required; (ii) any other condition to the obligations of the Initial Purchasers under this Agreement to be fulfilled by the Issuers pursuant to Section 8 is not fulfilled when and as required in any material respect; (iii) trading in any securities of the Company shall be suspended or limited by the Commission or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such SecuritiesNew York Stock Exchange, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaqthe Nasdaq National Market shall have been suspended or materially limited, or the establishment minimum prices shall have been established thereon by the Commission Commission, or FINRA of minimum by such exchange or maximum prices on any of such stock exchanges, other regulatory body or governmental authority having jurisdiction; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (Civ) a general moratorium on commercial banking activities shall have been declared by either federal Federal or New York or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States shall have occurred; (Dv) there is an outbreak or escalation of hostilities or acts of terrorism national or international calamity in any case involving the United States States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or any other national or international calamity or crisis (economic, political, financial or any otherwise) which affects the U.S. and international markets, making it, in the Representatives’ judgment, impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; or (vi) there shall have been such a material adverse change in financialgeneral economic, political or economic financial conditions or the effect (or potential effect if the financial markets in the United States or elsewhere if have not yet opened) of international conditions on the effect of any financial markets in the United States shall be such event specified in this clause (D)as, in the sole judgment of the RepresentativeRepresentatives’ judgment, makes to make it inadvisable or impracticable or inadvisable to proceed with the completion offering or delivery of the Offering of Securities on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderPricing Disclosure Package. (c) Any notice of termination pursuant to this Section 10 shall be given at the address specified in Section 11 below by telephone or facsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 10(b), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Issuers to satisfy any condition to the obligations of the Initial Purchasers set forth in this Agreement to be satisfied or because of any refusal, inability or failure on the part of the Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Issuers, jointly and severally, will reimburse the Initial Purchasers for all of their reasonable out-of-pocket expenses (including, without limitation, the fees and expenses of the Initial Purchasers’ counsel) incurred in connection with this Agreement and the transactions contemplated hereby. (e) If any one or more Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Company. In the event of a default by any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except Initial Purchaser as set forth in this Section 4 hereof10(e), and provided further the Closing Date shall be postponed for such period, not exceeding seven Business Days, as the Representatives shall determine in order that the provisions required changes in the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of Sections 2its liability, 8if any, 11, 12 and 13 hereof shall remain in effectto the Company or any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when effective: (i) upon the execution and delivery hereof by the parties hereto have hereto; or (ii) if, at the time this Agreement is executed and delivered this Agreement. (b) The Representative delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared or become effective before the offering of the Shares may terminate commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement at any time at shall have become effective, it may be terminated by notifying you, or prior to by you, as representatives of the Time of PurchaseUnderwriters, by notice to notifying the Company. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of Xxxxxxxxx & Company, Inc. if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, any Prepricing Prospectus, the Disclosure Package Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, there shall have has been any Material Adverse Effectmaterial adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, which would, in the sole judgment of the RepresentativeXxxxxxxxx & Company, so material and adverse as to Inc., make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement in the Registration Statement, any Disclosure Package or to enforce contracts for the sale of such SecuritiesProspectus, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, Amex or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, Nasdaq Stock Market Inc.; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the NYSE; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the RepresentativeXxxxxxxxx & Company, Inc., makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement, any Disclosure Package or the Prospectus. If Xxxxxxxxx & Company, Inc. elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of Securities the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(a)(xiv), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 10 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American American, The Nasdaq Global Market, The Nasdaq Global Select Market or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DE), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (EF) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 1110, 12 11,12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreementhereto. (b) The Representative may Initial Purchasers shall have the right to terminate this Agreement at any time at or prior to the Time of Purchase, Closing Date by notice to the CompanyCompany from the Initial Purchasers, if without liability (1other than with respect to Sections 6 and 7) since on the time of execution of Initial Purchasers’ part to the Company or any affiliate thereof if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed under this Agreement or when and as required; (ii) any other condition to the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment obligations of the Representative, so Initial Purchasers under this Agreement to be fulfilled by the Issuers pursuant to Section 8 is not fulfilled when and as required in any material and adverse as to make it impractical or inadvisable to proceed with the completion respect; (iii) trading in any securities of the Offering of Securities contemplated Company shall be suspended or limited by this Agreement the Commission or to enforce contracts for the sale of such SecuritiesThe NASDAQ Global Select Market, or (2iv) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaqthe Nasdaq Global Select Market shall have been suspended or materially limited, or the establishment minimum prices shall have been established thereon by the Commission Commission, or FINRA of minimum by such exchange or maximum prices on any of such stock exchanges, other regulatory body or governmental authority having jurisdiction; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (Cv) a general moratorium on commercial banking activities shall have been declared by either federal or Federal, New York State, or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States shall have occurred; (Dvi) there is an outbreak or escalation of hostilities or acts of terrorism national or international calamity in any case involving the United States States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or any other national or international calamity or crisis (economic, political, financial or any otherwise) which affects the U.S. and international markets, making it, in the judgment of Deutsche Bank Securities Inc., impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; or (vii) there shall have been such a material adverse change in financialgeneral economic, political or economic financial conditions or the effect (or potential effect if the financial markets in the United States or elsewhere if have not yet opened) of international conditions on the effect of any financial markets in the United States shall be such event specified in this clause (D)as, in the sole judgment of the RepresentativeDeutsche Bank Securities Inc., makes to make it inadvisable or impracticable or inadvisable to proceed with the completion offering or delivery of the Offering of Securities on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderPricing Disclosure Package. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone or facsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b) (other than solely pursuant to clauses (iv), (v), (vi) or (vii) thereof), or if the sale of the Securities provided for in this Agreement is not consummated because of any refusal, inability or failure on the part of the Issuers to satisfy any condition to the obligations of the Initial Purchasers set forth in this Agreement to be satisfied or because of any refusal, inability or failure on the part of the Issuers to perform any agreement in this Agreement or comply with any provision of this Agreement, the Issuers, jointly and severally, will reimburse the Initial Purchasers for all of their reasonable out of pocket expenses (including, without limitation, the fees and expenses of the Initial Purchasers’ counsel) incurred in connection with this Agreement and the transactions contemplated hereby. (e) If any one or more Initial Purchasers shall fail to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such nondefaulting Initial Purchasers do not purchase all the Securities, this Agreement will terminate without liability to any nondefaulting Initial Purchaser or the Company. In the event of a default by any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except Initial Purchaser as set forth in this Section 4 hereof11(e), and provided further the Closing Date shall be postponed for such period, not exceeding seven Business Days, as Deutsche Bank Securities Inc. shall determine in order that the provisions required changes in the Final Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of Sections 2its liability, 8if any, 11, 12 and 13 hereof shall remain in effectto the Company or any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Underwriters and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110(g)(5). (b) The Representative may Underwriters shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the reasonable opinion of the Underwriters will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have NASDAQ Stock Market has been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred; or (Div) an (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there has been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere conditions, if the effect of any such event specified in this clause (DA) or (B), in the sole reasonable judgment of the RepresentativeUnderwriters, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing and delivered in accordance with Section 12. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110 less any liability to amounts previously paid by the other party heretoCompany); provided, except as however, that all such expenses, including the costs and expenses set forth in Section 4 hereof6(d) which were actually paid, and provided further that shall not exceed accountable expenses actually incurred in the provisions of Sections 2aggregate, 8, 11, 12 and 13 hereof shall remain in effectincluding any advances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on NasdaqNYSE, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 9, 11, 12 12, 13, 14, 15, 16 and 13 17 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may Representatives shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representatives will in the immediate future materially disrupt, the Disclosure Package and market for the Prospectus, there Company’s securities or securities in general; or (ii) trading on the New York Stock Exchange (the “NYSE”) or NASDAQ shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or NASDAQ or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 7(h) or covenants hereunder7(i) shall have occurred or the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 12(b)(iv)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representatives, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 10 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission SEC or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the later of: (i) receipt by the Underwriters and the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement by all parties hereto have executed and delivered hereto. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110. (b) The Representative may Underwriters shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the reasonable opinion of the Underwriters will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have NASDAQ Stock Market has been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred; or (Div) an (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States States, Hong Kong, BVI, the Cayman islands or there is a declaration by the United States of a national emergency or war by the United States Hong Kong, BVI, or the Cayman islands or (B) there has been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere conditions, if the effect of any such event specified in this clause (DA) or (B), in the sole reasonable judgment of the RepresentativeUnderwriters, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 12 shall be in writing and delivered in accordance with Section 13. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 12(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those documented out-of-pocket expenses and advisory fee (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110 less any liability to amounts previously paid by the other party heretoCompany); provided, except as however, that all such expenses and fees, including the costs and expenses and fees set forth in Section 4 hereof6(d) which were actually paid, and provided further that shall not exceed US$150,000 in the provisions of Sections 2aggregate, 8, 11, 12 and 13 hereof shall remain in effectincluding any advances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyRepresentatives, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus, Prospectus there shall have has been any Material Adverse Effectchange or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Units on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Offering of Securities Units, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall also remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective effective, upon the later of when (i) you and the parties hereto Company shall have executed and delivered received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the public offering price or the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 13 hereof shall at all times be in full force and effect. (b) The Representative may You shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date, or the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, as the case may be, if (1A) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in your opinion will in the Registration Statementimmediate future materially disrupt, the Disclosure Package and market for the Prospectus, there Company's securities or securities in general; or (B) if trading on the American Stock Exchange shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitiessuspended, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the American Stock Exchange by the American Stock Exchange or by order of the Commission or any of such stock exchanges, (B) a suspension other governmental authority having jurisdiction; or material limitation in trading in the Company’s securities on Nasdaq, (C) if a general banking moratorium on commercial banking activities has been declared by either a state or federal authority or New York State authorities if any new restriction materially adversely affecting the distribution of the Firm Shares or a material disruption in commercial banking the Additional Shares, as the case may be, shall have become effective; or securities settlement or clearance services in the United States, (D) if the United States becomes engaged in hostilities or there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in by the United States or elsewhere (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event specified in this clause (D), i) or (ii) as in the sole your judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If the event sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by you, reimburse the other party heretoUnderwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), except as set forth incurred by the Underwriters in Section 4 hereof, and provided further that the provisions connection herewith up to $100,000 (of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectwhich $50,000 has been previously paid).

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaqany tier of the Nasdaq Stock Market, Inc., or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective effective, upon the later of when (i) you and the parties hereto Company shall have executed and delivered received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the public offering price or the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriter except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 13 hereof shall at all times be in full force and effect. (b) The Representative may You shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date, or the obligations of Purchase, by notice the Underwriter to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, as the case may be, if (1A) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in your opinion will in the Registration Statementimmediate future materially disrupt, the Disclosure Package and market for the Prospectus, there Company’s securities or securities in general; or (B) if trading on the American Stock Exchange shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitiessuspended, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the American Stock Exchange by the American Stock Exchange or by order of the Commission or any of such stock exchanges, (B) a suspension other governmental authority having jurisdiction; or material limitation in trading in the Company’s securities on Nasdaq, (C) if a general banking moratorium on commercial banking activities has been declared by either a state or federal authority or New York State authorities if any new restriction materially adversely affecting the distribution of the Firm Shares or a material disruption in commercial banking the Additional Shares, as the case may be, shall have become effective; or securities settlement or clearance services in the United States, (D) if the United States becomes engaged in hostilities or there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in by the United States or elsewhere (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event specified in this clause (D), i) or (ii) as in the sole your judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriter set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by you, reimburse the other party heretoUnderwriter for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), except as set forth incurred by the Underwriter in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. . The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (bwhich may include you) The Representative may terminate this Agreement that has agreed to purchase in the aggregate at any time at or prior to least 50% of the Time of PurchaseFirm Shares, by notice to the Companyif, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, (x) there shall have has been any Material Adverse Effectmaterial adverse change, financial or otherwise (other than as specifically identified in the Registration Statement and the Prospectus), in the sole operations, business, properties, financial condition, results of operation or prospects of the Company and the Subsidiaries taken as a whole, that would, in your judgment or in the judgment of the Representativesuch group of Underwriters, so material and adverse as to make it impractical or inadvisable impracticable to proceed with market the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such SecuritiesShares, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange, The Nasdaq National Market or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, The Nasdaq SmallCap Market; (Bii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaq, The Nasdaq National Market; (Ciii) a general moratorium on commercial banking activities declared by either federal or Federal, New York State or Pennsylvania authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an the outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war ; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (Div) or (v), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus. If you or any group of Securities Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(n), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (ba) The Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (cb) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect notwithstanding such termination and, if any Securities have been purchased hereunder, the representations and warranties in Section 2 shall survive any such termination and remain in full force and effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Section 7(h) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for all reasonable out-of-pocket expenses incurred by the Underwriters in connection herewith (including the reasonable and documented fees and expenses of their counsel); provided, however, that the amount paid to the Underwriters pursuant to this Section 12 and Section 6 herein shall not exceed $150,000 in the aggregate; provided, further, however, that in the event of any a termination under pursuant to Section 6(b) 10 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Representative and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 4, 6, 7 and 12 through 16, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchase, by notice the Closing or to terminate the obligations of the Underwriters to purchase the Additional Securities at any time prior to the consummation of any closing to occur on an Additional Closing Date, as the case may be, if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (ii) trading on the New York Stock Exchange, if (1) since the time of execution of this Agreement The NASDAQ National Market or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there American Stock Exchange ("AMEX") shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, The NASDAQ National Market or the AMEX or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Firm Securities or the Additional Securities, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 9(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Representative and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 4, 6, 7 and 12 through 16, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchase, by notice the Closing or to terminate the obligations of the Underwriters to purchase the Additional Units at any time prior to the consummation of any closing to occur on an Additional Closing Date, as the case may be, if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company’s securities or securities in general; or (ii) trading on the New York Stock Exchange, if (1) since the time of execution of this Agreement The NASDAQ National Market or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there American Stock Exchange (“AMEX”) shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, The NASDAQ National Market or the AMEX or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Units or the Additional Units, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 9(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company or the Selling Security Holders to perform any agreement herein or comply with any provision hereof, neither party will have any liability provided such refusal, inability or failure is not caused by the unexcused non-performance or unexcused breach by the Underwriters of their obligations hereunder, the Company and/or the Selling Security Holders, as the case may be, will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyUBS, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, there shall have has been any Material Adverse Effectmaterial adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, which would, in the sole judgment of the RepresentativeUBS’s judgment, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement and the Prospectus, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, Stock Exchange or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D), iv) or (v) in the sole UBS’s judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (z) since the time of Securities execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(n), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the execution and delivery hereof by the parties hereto have executed and delivered this Agreement. (b) hereto. The Representative Underwriter may terminate this Agreement at any time at or prior to the Time of Purchase, by notice given to the Company, if (1x) since after the time of execution and delivery of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, there shall have has been any Material Adverse Effectmaterial adverse change or any development involving a prospective material adverse change in the business, prospects, properties, management, financial condition or results of operations of the Company, which would, in the sole judgment of the Representative, so material and adverse as to Underwriter make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement and the Prospectus, or (2y) since the time of after execution and delivery of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on on, or by, as the NYSEcase may be, any of the New York Stock Exchange, the NYSE American Stock Exchange or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, any exchange or in any over-the-counter market; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement settlement, payment or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financialfinancial markets, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), iv) or (v) in the sole judgment of the RepresentativeUnderwriter is material and adverse and which, singly or together with any other event specified in clauses (iv) and (v) makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement and the Prospectus, or (Ez) after the execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in material breach of any of its representations, warranties or covenants hereunderRule 436(g)(2) under the Act. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaqany tier of the Nasdaq Stock Market, Inc., or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities Units, Ordinary Shares, Rights or Warrants on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D‎(D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 ‎4 hereof, and provided further that the provisions of Sections 2‎2, 8‎8, 11‎11, 12 ‎12 and 13 ‎13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and or the Prospectus, Prospectus there shall have has been any Material Adverse Effectchange or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company, the effect of which change or development is, in the sole judgment of the Representative, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Units on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion Offering on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of execution of this Agreement, there shall have occurred any downgrading in the rating accorded securities of or guaranteed by the Company, or any notice or announcement shall have been given or made of: (A) any intended or potential such downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Offering of Securities Units, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 9 hereof) or to one another hereunder. In addition, if any Units have been purchased hereunder, the representations and warranties in Section ‎3 hereof and all obligations under Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall also remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D‎(D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 ‎4 hereof, and provided further that the provisions of Sections 2‎2, 8‎8, 11‎11, 12 ‎12 and 13 ‎13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 5(f) or covenants hereunder5(g) shall have occurred or the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 10 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable and documented fees and expenses of their counsel), incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 10 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representative will in the immediate future materially disrupt, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts market for the sale of such Securities, Company's securities or securities in general; or (2) since the time of execution of this Agreement, there shall have occurred: (Aii) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, Nasdaq shall have occurred; or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (Biii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaq, Nasdaq shall have occurred; or (Civ) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission SEC or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion of the Offering offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section ‎Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section ‎Section 4 hereof, and provided further that the provisions of Sections 2‎2, 8‎4, 11‎8, 12 ‎11, ‎12 and 13 ‎13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyUBS, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, there has been any change or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the ProspectusSubsidiaries taken as a whole, there shall have been any Material Adverse Effectthe effect of which change or development is, in the sole judgment of the RepresentativeUBS, so material and adverse as to make it impractical or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, Stock Exchange or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the NASDAQ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the RepresentativeUBS, makes it impracticable impractical or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectus, the Prospectus and each Permitted Free Writing Prospectus, if any, or (3) since the time of Securities execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS elects to terminate this Agreement as provided in this Section 10, the Company, the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of or any Selling Stockholder, as the case may be, shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company and the Selling Stockholders shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 7, 8 and 12 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company or any Selling Stockholder under this Agreement (except as set forth to the extent provided in Section 4 12 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreementhereto. (b) The Representative may Initial Purchaser shall have the right to terminate this Agreement at any time at or prior to the Time of Purchase, Closing Date by notice to the Company from the Initial Purchaser, without liability (other than with respect to Sections 6 and 7) on the Initial Purchaser’s part to the Company and without liability on the Company’s part to the Initial Purchaser (except that the Company shall be obligated to reimburse the expenses of the Initial Purchaser pursuant to subsection (d) of this Section 11) if, if on or prior to such date, (1i) the Company failed, refused or was unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) any other condition to the obligations of the Initial Purchaser hereunder as provided in Section 8 is not fulfilled when and as required in any material respect, (iii) in the reasonable judgment of the Initial Purchaser, any material adverse change has occurred since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, Offering Memorandum in the sole judgment condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the RepresentativeCompany and its subsidiaries, so material and adverse taken as to make it impractical or inadvisable to proceed with the completion of a whole, other than as set forth in the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such SecuritiesMemorandum, or (2iv)(A) since any domestic or international event or act or occurrence has materially disrupted, or in the time reasonable opinion of execution of this Agreementthe Initial Purchaser will in the immediate future materially disrupt, there shall have occurred: the market for the Company’s securities or for securities in general; or (AB) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or Nasdaqthe Nasdaq National Market has been suspended or materially limited, or the establishment by the Commission or FINRA of minimum or maximum prices for trading have been established, or maximum ranges for prices for securities have been required, on any of such stock exchangesexchange or the Nasdaq National Market, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, by such exchange or other regulatory body or governmental authority having jurisdiction; or (C) a general banking moratorium on commercial banking activities has been declared by either federal or New York State authorities state authorities, or a material disruption moratorium in commercial banking foreign exchange trading by major international banks or securities settlement persons has been declared; or clearance services in the United States, (D) there has occurred an outbreak or escalation of hostilities or acts of terrorism involving the United States States, or there is a declaration by the United States of a national emergency or war war, or there is any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if conditions, the effect of which, in any such event specified in this clause (D)case, is, in the sole judgment of the RepresentativeInitial Purchaser, makes to make it inadvisable or impracticable or inadvisable to proceed with the completion offering, sale or delivery of the Initial Notes on the terms and in the manner contemplated in the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, Memorandum; or (E) there has been such a material adverse change in general economic, political or financial conditions or if the Company is effect of international conditions on the financial markets in material breach the United States shall be such as, in the Initial Purchaser’s reasonable judgment, makes it inadvisable or impracticable to proceed with the delivery of any of its representations, warranties or covenants hereunderthe Initial Notes as contemplated hereby. (c) In Any notice of termination pursuant to this Section 11 shall be by telephone or facsimile and, in either case, confirmed in writing by letter. (d) If this Agreement is terminated pursuant to any of the event provisions hereof, or if the sale of the Initial Notes provided for herein is not consummated because any condition to the obligations of the Initial Purchaser set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability to the other party heretoCompany shall reimburse the Initial Purchaser for all out-of-pocket expenses (including the reasonable fees and expenses of the Initial Purchaser’s counsel), except as set forth incurred by the Initial Purchaser in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Underwriter may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeUnderwriter, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaqany tier of the Nasdaq Stock Market, Inc., or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeUnderwriter, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto later of: (i) receipt by the Representative and the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 5, 7, 8, 12, 13, 14 and 15, inclusive, shall remain in full force and effect at all times after the execution hereof. If this Agreement is terminated after any Securities have executed been purchased hereunder, the provisions of Sections 2, 3 and delivered 4 hereof shall survive termination of this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Exchange shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the Exchange or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the United StatesCompany’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Units on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party the Company will, subject to demand by the Representative, reimburse the Underwriters for those out-of-pocket expenses (including the reasonable fees and expenses of Underwriters’ Counsel), actually incurred by the Underwriters in connection herewith less the Advance previously paid. Notwithstanding the foregoing, any advance received by the Representatives will have any liability be reimbursed to the other party hereto, except as set forth Company to the extent not actually incurred in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectcompliance with FINRA Rule 5110(f)(2)(C).

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may Representatives shall have the right to terminate this Agreement at any time at or prior to the Time Initial Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representatives will in the immediate future materially disrupt, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts market for the sale of such SecuritiesCompany’s securities or securities in general, or (2) since the time of execution of this Agreement, there shall have occurred: (Aii) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchangesNasdaq shall have occurred, (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE has occurred, (Civ) a general banking moratorium on commercial banking activities has been declared by either federal or New York State or federal authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred or (Dv) as a result of (A) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war by the United States or (B) any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D)conditions, in the sole judgment of the RepresentativeRepresentatives, makes it is impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 10(b) hereof or the Underwriters’ failure to perform their obligations hereunder), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoRepresentatives, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in your absolute discretion if subsequent to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution delivery of this Agreement, there shall have occurred: (Ai) a any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in your sole judgment, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Shares, whether in the primary market or in respect of dealings in the secondary market; (ii) any suspension or material limitation in of trading in securities generally on the NYSE, New York Stock Exchange or the NYSE American or NasdaqNasdaq National Market, or the establishment by the Commission or FINRA any setting of minimum prices for trading on the New York Stock Exchange or maximum prices on the Nasdaq National Market, or any of such stock exchanges, (B) a suspension or material limitation in of trading of any securities of the Company on the AMEX or on any exchange or in the Company’s securities on Nasdaq, over-the-counter market; (Ciii) a general any banking moratorium on commercial banking activities declared by either federal U.S. Federal or New York State authorities or a material authorities; (iv) any major disruption in commercial banking or settlements of securities settlement or clearance services in the United States; or (v) any attack on, (D) an or outbreak or escalation of hostilities or acts act of terrorism involving involving, the United States or a States, any declaration of war by the United States of a national emergency or war Congress or any other national or international calamity or crisis or any change emergency if, in financialyour sole judgment, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D)attack, in the sole judgment of the Representativeoutbreak, escalation, act, declaration, calamity or emergency makes it impracticable or inadvisable to proceed with the completion of the Offering offering or the sale of Securities and payment for the Shares on the terms and in the manner contemplated by the Registration Statement and the Prospectus. If you elect to terminate this Agreement as provided in this Section 7, you shall notify the Company, the Selling Stockholders and each other Underwriter promptly by letter or telegram. If the sale to the Underwriters of the Shares, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of or the Selling Stockholders shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company and the Selling Stockholders shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 3(m), 4(p), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company or the Selling Stockholders under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to each other hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 7(g) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the Representative, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable and documented fees and expenses of their counsel, subject to the other party hereto, except as $100,000 limitation set forth in Section 4 6), incurred by the Underwriters in connection herewith; provided, however, that in the event of a termination pursuant to Section 10 hereof, and provided further that only the provisions of Sections 2, 8, 11, 12 and 13 hereof non-defaulting Underwriters shall remain in effectbe entitled to receive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. . The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Book-Runners or any group of Underwriters (bwhich may include the Book-Runners) The Representative may terminate this Agreement which has agreed to purchase in the aggregate at any time at or prior to least 50% of the Time of Purchase, by notice to the CompanyFirm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, there shall have has been any Material Adverse Effectmaterial adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operation of the Company and Enable taken as a whole, which would, in the sole Book-Runners’ judgment or in the judgment of the Representativesuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement and the Prospectus, or (2y) since the time of execution of this Agreement, Agreement there shall have occurred: (Ai) a suspension or material limitation (including the fixing of minimum or maximum prices) in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American or Nasdaq, Stock Exchange or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (Bii) a suspension or material limitation (including the fixing of minimum or maximum prices) in trading in the Company’s securities on Nasdaq, the NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D), iv) or (v) in the sole Book-Runners’ judgment or in the judgment of the Representative, such group of Underwriters makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus, or (z) since the time of Securities execution of this Agreement there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Company or Enable by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Book-Runners or any group of Underwriters elects to terminate this Agreement as provided in this Section 9, the Company, the Representative of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of or the Selling Stockholders, as the case may be, shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company or covenants hereunder. the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (c) In except to the event of any termination extent provided in Sections 5(q), 7 and 11 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company and the Selling Stockholders under this Agreement (except as set forth to the extent provided in Section 4 11 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaqany tier of the Nasdaq Stock Market, Inc., or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto later of: (i) receipt by the Representative and the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 5, 7, 8, 10, 12, 13, 14 and 15, inclusive, shall remain in full force and effect at all times after the execution hereof. If this Agreement is terminated after any Firm Securities or Option Securities have executed been purchased hereunder, the provisions of Sections 2, 3 and delivered 4 shall survive termination of this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company’s securities or securities in general; (ii) trading on the New York Stock Exchange, if (1) since the time of execution of this Agreement Inc. or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there The NASDAQ Stock Market LLC shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, Inc. or The NASDAQ Stock Market LLC or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Firm Securities on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof or if the sale of the Firm Securities or the Option Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for those out-of-pocket expenses (including the actual, reasonable and documented fees and expenses of Underwriters’ Counsel), actually and reasonably incurred by the Underwriters in Section 4 hereofconnection herewith in an aggregate amount not to exceed $75,000, and provided further that less the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectAdvance previously paid.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representative will in the immediate future materially disrupt, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts market for the sale of such Securities, Company’s securities or securities in general; or (2) since the time of execution of this Agreement, there shall have occurred: (Aii) a suspension or material limitation in trading in securities generally on the New York Stock Exchange (the “NYSE”), the NYSE Nasdaq Global Market, the American Stock Exchange or Nasdaq, any other relevant exchanges shall have occurred; or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, any exchange or in any over-the-counter market shall have occurred; or (Civ) a general banking moratorium on commercial banking activities has been declared by either federal or U.S. federal, New York State authorities State, Cayman Islands, PRC or a other relevant foreign country authorities, or any material disruption in commercial banking or securities settlement or clearance services in the United States, the Cayman Islands, the PRC or other relevant jurisdiction shall have occurred; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States, the Cayman Islands, the PRC or other relevant foreign country authorities or (B) there shall have been any change in financial markets, currency exchange rates or controls or any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere conditions, if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 14 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any agreement herein or comply with any provision hereof, neither party will have the Company will, subject to demand by the Representative, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith. (e) Notwithstanding any liability to the other party heretotermination of this Agreement, except as set forth in Section 4 hereof, and provided further that the provisions of this Section 14 and of Sections 1, 2, 87, 119, 12 10, 13 and 13 hereof 14 through 23, inclusive, shall remain in effectfull force and effect at all times after the execution hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may Representatives shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representatives will in the immediate future materially disrupt, the market for the Company, if (1) since the time of execution of this Agreement ’s or the earlier respective dates as of which information is given any Subsidiaries’ securities or securities in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, general; or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American LLC or NasdaqNasdaq shall have been suspended or been made subject to material limitations, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the NYSE American LLC or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 7(f) or covenants hereunder7(g) shall have occurred or the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by any of the Representatives, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel) incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 10 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may Representatives shall have the right to terminate this Agreement at any time at or prior to the Time Initial Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representatives will in the immediate future materially disrupt, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts market for the sale of such SecuritiesCompany’s securities or securities in general, or (2) since the time of execution of this Agreement, there shall have occurred: (Aii) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchangesNasdaq shall have occurred, (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaqthe NYSE has occurred, (Civ) a general banking moratorium on commercial banking activities has been declared by either federal or New York State or federal authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred or (Dv) as a result of (A) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war by the United States or (B) any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D)conditions, in the sole judgment of the Representative, makes it is impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 13 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof or the Underwriters’ failure to perform their obligations hereunder), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company or the Manager to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company or the Manager, as the case may be, will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the Underwriter hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the Company, Underwriter if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, there shall have has been any Material Adverse Effectmaterial adverse change, or any development involving a prospective material adverse change, in the sole business, operations, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole which would, in the judgment of the RepresentativeUnderwriter, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion offering or delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus or (2y) since at any time prior to the time of execution of this Agreement, there shall have occurred: purchase (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or NasdaqNASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchangesNASDAQ, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (Cii) a general moratorium on commercial banking activities shall have been declared by either federal the Federal or New York State authorities or there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (Diii) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war or an occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, Underwriter makes it impracticable or inadvisable to proceed with the completion offering or the delivery of the Offering Shares on the terms and in the manner contemplated by the Prospectus. If you elect to terminate this Agreement as provided in this Section 7, the Company shall be notified promptly by letter or telegram from the Underwriter. If the sale to the Underwriter of Securities the Shares, as contemplated by this Agreement, is not carried out by the Underwriter for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(1), 5 and 8 hereof), and the Underwriter shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 8 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect).

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreementhereto. (b) The Representative may Initial Purchasers shall have the right to terminate this Agreement at any time at or prior to the Time of Purchase, Closing Date by notice to the CompanyCompany from the Initial Purchasers, if without liability (1other than with respect to Sections 6 and 7) on the Initial Purchasers' part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) any other condition to the obligations of the Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required in any material respect, (iii) in the reasonable judgment of the Initial Purchasers any Material Adverse Change shall have occurred since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration StatementOffering Memorandum, other than as set forth in the Disclosure Package and the ProspectusOffering Memorandum, there (iv) any downgrading shall have been any Material Adverse Effect, occurred in the sole judgment rating accorded the Company's securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act, or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such SecuritiesCompany's debt securities, or (2v)(A) since any domestic or international event or act or occurrence has materially disrupted, or in the time opinion of execution of this Agreementthe Initial Purchasers will in the immediate future materially disrupt, there shall have occurred: the market for the Company's securities or for securities in general; or (AB) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE New York or American Stock Exchanges shall have been suspended or Nasdaqmaterially limited, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been established, or maximum ranges for prices for securities shall have been required, on any of such stock exchangesexchange, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, by such exchange or other regulatory body or governmental authority having jurisdiction; or (C) a general banking moratorium on commercial banking activities shall have been declared by either federal Federal or New York State authorities state authorities, or a material disruption moratorium in commercial banking foreign exchange trading by major international banks or securities settlement persons shall have been declared; or clearance services in the United States, (D) there is an outbreak or escalation of armed hostilities or acts of terrorism involving the United States on or after the date hereof, or if there has been a declaration by the United States of a national emergency or war war, the effect of which shall be, in the Initial Purchasers' judgment, to make it inadvisable or any other calamity impracticable to proceed with the offering or crisis delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum; or any (E) there shall have been such a material adverse change in financialgeneral economic, political or economic financial conditions or if the effect of international conditions on the financial markets in the United States or elsewhere if the effect of any shall be such event specified in this clause (D)as, in the sole judgment of the RepresentativeInitial Purchasers' judgment, makes it inadvisable or impracticable or inadvisable to proceed with the completion delivery of the Offering of Securities Notes as contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderhereby. (c) In Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephonic facsimile, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof, or if the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Initial Purchasers set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoInitial Purchasers, except as set forth reimburse the Initial Purchasers for all out-of-pocket expenses (including the reasonable fees and expenses of Initial Purchasers' counsel), incurred by the Initial Purchasers in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the Placement Agent hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the Company, Placement Agent if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this AgreementExecution Time, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or States, a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D), iv) or (v) in the sole Placement Agent’s judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus. If the Placement Agent elects to terminate this Agreement as provided in this Section 7, the Company shall be notified promptly in writing. If the sale of Securities the Shares, as contemplated by this Agreement, is not carried out for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 5 and 8 hereof), and the Placement Agent shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 8 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect).

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Section 7(h) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the Representative, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable and documented fees and expenses of their counsel, subject to the other party hereto, except as $75,000 limitation set forth in Section 4 6) incurred by the Underwriters in connection herewith; provided, however, that in the event of a termination pursuant to Section 10 hereof, and provided further that only the provisions of Sections 2, 8, 11, 12 and 13 hereof non-defaulting Underwriters shall remain in effectbe entitled to receive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may Lead Manager shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Lead Manager will in the immediate future materially disrupt, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts market for the sale of such Securities, Company's securities or securities in general; or (2) since the time of execution of this Agreement, there shall have occurred: (Aii) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American shall have occurred; or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (Biii) a suspension or material limitation in trading in the Company’s 's securities on Nasdaq, the NYSE shall have occurred; or (Civ) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the RepresentativeLead Manager, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus or (Evi) the Company is in material breach of any of its representations, warranties or covenants hereunderpursuant to Section 7 hereof. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoLead Manager, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representative may terminate this Agreement at if (i) since the Execution Time there has been any time at material adverse change in the condition (financial or prior to the Time otherwise), prospects, earnings, business or properties of Purchase, by notice to the Company, if (1) since the time of execution of this Agreement whether or the earlier respective dates as of which information is given not arising from transactions in the Registration Statementordinary course of business, the Disclosure Package and the Prospectustaken as a whole, there shall have been any Material Adverse Effectwhich would, in the sole judgment of the Representative, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion initial public offering or the delivery of the Offering of Securities on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesPre-Pricing Prospectus and the Prospectus, or (2ii) since the time of execution of this AgreementExecution Time, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, Stock Exchange or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, Nasdaq Global Market; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the Nasdaq Global Market; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the Representative., makes it impracticable or inadvisable to proceed with the completion initial public offering or the delivery of the Offering of Securities on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In If the event Representative elects to terminate this Agreement as provided in this Section 11, the Company and each other Underwriter shall be notified promptly in writing. (d) If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any termination reason permitted under Section 6(b) this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 8 and 9 hereof), neither party will have any and the Underwriters shall be under no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Underwriters and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110(g)(5). (b) The Representative may Underwriters shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the reasonable opinion of the Underwriters will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have NASDAQ Stock Market has been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred; or (Div) an (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there has been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere conditions, if the effect of any such event specified in this clause (DA) or (B), in the sole reasonable judgment of the RepresentativeUnderwriters, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing and delivered in accordance with Section 12. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110 less any liability to amounts previously paid by the other party heretoCompany); provided, except as however, that all such expenses, including the costs and expenses set forth in Section 4 hereof6(d) which were actually paid, and provided further that shall not exceed accountable expenses actually incurred in the provisions of Sections 2aggregate, 8, 11, 12 and 13 hereof shall remain in effectincluding any advances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the Underwriter hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyUnderwriter, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the any Permitted Free Writing Prospectus, there shall have has been any Material Adverse Effectchange, or any developments that are reasonably likely to result in, individually or in the aggregate, a material adverse change, in the business, assets, management, condition (financial or otherwise), prospects or results of operations of any Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the RepresentativeUnderwriter, so material and adverse as to make it impractical or inadvisable to proceed with the completion Offering or the delivery of the Offering of Securities Units on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, or the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaq, the NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if elsewhere, and, in the case of clause (iv) or (v), the effect of any such event specified in this clause (D)event, in the sole judgment of the RepresentativeUnderwriter, makes it impracticable impractical or inadvisable to proceed with the completion Offering or the delivery of the Offering Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (c) since the time of Securities execution of this Agreement, there shall have occurred any downgrading in, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act. If the Underwriter elects to terminate this Agreement as provided in this Section 9, the Partnership and the Selling Unitholder shall be notified promptly in writing. If the sale to the Underwriter of the Units, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriter for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of Western Parties or the Selling Unitholder are unable to comply with any of its representationsthe terms of this Agreement, warranties the Western Parties and the Selling Unitholder shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 5(n), 7 and 10 hereof), and the Underwriter shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Western Parties or the Selling Unitholder under this Agreement (except as set forth to the extent provided in Section 4 10 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of (i) receipt by the Lead Managers and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and the representations of Sections 1 and 2, and the provisions of Sections 6, 8, 9 and 13 through 18, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Representative may Lead Managers shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, as the case may be, if (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Lead Managers will in the immediate future materially disrupt, the Disclosure Package and market for the Prospectus, there Company’s securities or securities in general; or (ii) trading on The New York Stock Exchange (“the NYSE”) or Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the RepresentativeLead Managers, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 10(b) or 12(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company or the Adviser, to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company or the Adviser, will, subject to demand by the other party heretoLead Managers, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Representative and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 4, 5, 7, 8, 12, 13, 14 and 15, inclusive, shall remain in full force and effect at all times after the execution hereof. If this Agreement is terminated after any Securities have been purchased hereunder, the provisions of Sections 2, 3 and 4 hereof shall survive termination of this Agreement . (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any United States, by notice to Canadian, domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq Stock Market LLC shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange or the Nasdaq Stock Market LLC or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the United StatesCompany’s corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act) or if any such organization shall have been publicly announced that it has under surveillance or review, with material negative implications, its rating of any of the Company’s debt securities; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States, excluding a national emergency declared related to the COVID-19 pandemic, or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for those out-of-pocket expenses (including the reasonable fees and expenses of Underwriters’ Counsel), actually incurred by the Underwriters in Section 4 hereof, and provided further that connection herewith less the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectAdvance previously paid.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may Representatives shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representatives will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement NYSE or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there NASDAQ shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or NASDAQ or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 7(h) or covenants hereunder7(i) shall have occurred or the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 12(b)(iv), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representatives, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 10 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Underwriters and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110(g)(5). (b) The Representative may Underwriters shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the reasonable opinion of the Underwriters will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have NASDAQ Stock Market has been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred; or (Div) an (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there has been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere conditions, if the effect of any such event specified in this clause (DA) or (B), in the sole reasonable judgment of the RepresentativeUnderwriters, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing and delivered in accordance with Section 12. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110 less any liability to amounts previously paid by the other party heretoCompany); provided, except as however, that all such expenses, including the costs and expenses set forth in Section 4 hereof6(d) which were actually paid, and provided further that shall not exceed $150,000 in the provisions of Sections 2aggregate, 8, 11, 12 and 13 hereof shall remain in effectincluding any advances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may Representatives shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representatives will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 7(g) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the Representatives, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable and documented fees and expenses of their counsel, subject to the other party hereto, except as $100,000 limitation set forth in Section 4 6), incurred by the Underwriters in connection herewith; provided, however, that in the event of a termination pursuant to Section 10 hereof, and provided further that only the provisions of Sections 2, 8, 11, 12 and 13 hereof non-defaulting Underwriters shall remain in effectbe entitled to receive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of PurchaseXxxxxxx Lynch, by notice to the CompanyPierce, Xxxxxx & Xxxxx Incorporated, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Pre-Pricing Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, there shall have been any Material Adverse Effecthas been, in the sole judgment of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, a material adverse change in the Representativecondition (financial or otherwise), so material and adverse as to make it impractical results of operation, stockholders’ equity, business or inadvisable to proceed with the completion properties of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such SecuritiesCompany and its subsidiaries taken as a whole, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, ; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, any exchange or in any over-the-counter market; (C) a general moratorium on commercial banking activities declared by either federal or Federal, New York or Colorado State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (D) an the outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war war; or (E) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the RepresentativeXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, makes it impracticable impractical or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (3) since the time of Securities execution of this Agreement, there shall have occurred any downgrading in the rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g) under the Act or any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities. If Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(m), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative Representatives may terminate this Agreement at any time at or prior to the Time of Purchase, by notice to the Company, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war or any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (D), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunder. (c) In the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 8(f) or covenants hereunder8(g) shall have occurred or the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 13 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 13(b)(i)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 11 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of each of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the Companyrespective Underwriter, if (1) since the time of execution of this Agreement there has been any change in the business, properties, financial condition or results of operations of the earlier respective dates Company and the Subsidiary taken as a whole, the effect of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effectchange is, in the sole judgment of the Representativerespective Underwriter, so material and adverse as to make it impractical or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, TSX or the establishment issuance of a cease trade order by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, Canadian Regulatory Authorities; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the TSX; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States or Canada; (D) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financialcrisis, political or economic conditions in the United States States, Canada or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the Representativerespective Underwriter, makes it impracticable impractical or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any. If any of Securities contemplated the several Underwriters elects to terminate its obligations hereunder as provided in this Section 8, the Company and each other Underwriter shall be notified promptly in writing. In such a circumstance, the other non-terminating Underwriters shall have the right, but shall not be obligated, to purchase, all but not less than all, of the Shares which would otherwise have been purchased by this Agreement or the terminating Underwriter that has terminated its obligations hereunder. If, with respect to enforce contracts for the Shares any non-terminating Underwriter elects not to exercise such right so as to assume the entire obligation of the terminating Underwriter (the Shares in respect of which the terminating Underwriter fails to purchase and the non-terminating Underwriters do not elect to purchase being hereinafter called the “Default Shares”), then the Company shall have the right to either (1) proceed with the sale of such Securitiesthe Shares (less the Default Shares) to the non-terminating Underwriters, or (E2) terminate its obligations hereunder without liability to the non-terminating Underwriters except under section 10. Nothing in this paragraph shall oblige the Company is in material breach of to sell to any of its representations, warranties the Underwriters less than all of the Shares or covenants hereunder. (c) In shall relieve any of the event of any termination under Section 6(b) hereof, neither party will have Underwriters in default hereunder from any liability to the other party heretoCompany. Except as contemplated in the previous paragraph, if the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement, or if such sale is not carried out because the Company shall be unable to comply with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except as set forth to the extent provided in Sections 5, 6 and 10 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 4 10 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. . The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of UBS or any group of Underwriters (bwhich may include UBS) The Representative may terminate this Agreement which has agreed to purchase in the aggregate at any time at or prior to least 50% of the Time of Purchase, by notice to the CompanyFirm Shares, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus, and the ProspectusProspectus and the Permitted Free Writing Prospectuses, there shall have has been any Material Adverse Effectmaterial adverse change or any development involving a prospective material adverse change in the financial condition, business, properties, results of operations or prospects of the Company and its subsidiaries taken as a whole, which would, in UBS’ judgment or in the sole judgment of the Representativesuch group of Underwriters, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, or (2y) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, New York Stock Exchange; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the New York Stock Exchange; (Ciii) a general moratorium on commercial banking activities declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other national or international calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D), iv) or (v) in UBS’ judgment or in the sole judgment of the Representative, such group of Underwriters makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement, the Pre-Pricing Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, or (z) since the date of Securities execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement, in the rating accorded any securities of or guaranteed by the Company or any subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If UBS or any group of Underwriters elects to terminate this Agreement as provided in this Section 9, the Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of or the Selling Stockholders, as the case may be, shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company or covenants hereunder. the Selling Stockholders, as the case may be, shall not be under any obligation or liability under this Agreement (c) In except to the event of any termination extent provided in Sections 5(i), 7 and 11 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company and the Selling Stockholders under this Agreement (except as set forth to the extent provided in Section 4 10 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agency Agreement shall become effective when the parties hereto have executed and delivered this Agency Agreement. (b) The Representative may Agents shall have the right to terminate this Agency Agreement at any time at or prior to the Time Closing Date, or to terminate the obligations of Purchase, by notice the Agents to place the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after 4:00 p.m. (1New York Time) since on the time of execution of this Agreement date hereof, (i) any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Agents will in the immediate future materially disrupt, the Disclosure Package and market for the Prospectus, there Company's securities or securities in general; or (ii) trading in the Common Stock shall have been any Material Adverse Effectsuspended by the Commission, in the sole judgment of Canadian Qualifying Authorities, the Representative, so material and adverse as to make it impractical NYSE Amex or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Amex shall have been suspended or Nasdaqbeen made subject to material limitations, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE Amex or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any U.S. or Canadian federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole reasonable judgment of the RepresentativeAgents, makes it impracticable or inadvisable to proceed with the completion Offering of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectuses. (c) In Any notice of termination pursuant to this Section 9 shall be in writing. (d) If this Agency Agreement shall be terminated pursuant to any of the event provisions hereof, or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Agents set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoAgents, except as set forth reimburse the Agents for all reasonable actual and accountable out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Agents in Section 4 hereofconnection herewith, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectup to US$100,000.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyUBS, if (1i) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Preliminary Prospectuses, the Prospectus and the ProspectusPermitted Free Writing Prospectuses, if any, there shall have has been any Material Adverse Effectchange or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company and the Subsidiaries taken as a whole, the effect of which change or development is, in the sole judgment of the RepresentativeUBS, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (2ii) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or NasdaqStock Exchange, the TASE or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (B) a suspension or material limitation in trading in the Company’s 's securities on Nasdaq, the NASDAQ or TASE; (C) a general moratorium on commercial banking activities declared by either federal or United States federal, New York State or Israeli authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States or in Israel; (D) an outbreak or escalation of hostilities or acts of terrorism involving Israel or the United States or a declaration by Israel or the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in Israel or the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the RepresentativeUBS, makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Registration Statement, the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, or (iii) since the time of Securities execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company or any Material Subsidiary by any rating agency then providing a rating to the Company or any Material Subsidiary. If UBS elects to terminate this Agreement as provided in this Section 8, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 5, 6 and 10 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 10 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares, Pre-Funded Warrants or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 6(f) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 11 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Section 7(h) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Representative, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable and documented fees and expenses of their counsel) incurred by the Underwriters in connection herewith; provided, however, that in the event of any a termination under pursuant to Section 6(b) 10 hereof, neither party will have any liability only the non-defaulting Underwriters shall be entitled to the other party hereto, except as set forth in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectreceive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representative will in the immediate future materially disrupt, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts market for the sale of such Securities, Company’s securities or securities in general; or (2) since the time of execution of this Agreement, there shall have occurred: (Aii) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, Nasdaq shall have occurred; or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the NYSE shall have occurred; or (Civ) a general banking moratorium on commercial banking activities has been declared by either federal or New York State or federal authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 13 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof or the Underwriters’ failure to perform their obligations hereunder), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company or the Manager to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company or the Manager, as the case may be, will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyRepresentatives, if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Statement and the Prospectus, there shall have has been any Material Adverse Effectmaterial adverse change, or any development involving a prospective material adverse change, in the sole business, operations, properties, condition (financial or otherwise) or results of operations of the Company and the Subsidiaries taken as a whole which would, in the judgment of the RepresentativeRepresentatives, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion offering or delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus or (2y) since at any time prior to the time of execution of this Agreement, there shall have occurred: purchase (Ai) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or NasdaqNASDAQ shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchangesNASDAQ, (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (Cii) a general moratorium on commercial banking activities shall have been declared by either federal the Federal or New York State authorities or there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States, States or (Diii) there is an outbreak or escalation of hostilities or acts of terrorism involving the United States or a the declaration by the United States of a national emergency or war or an occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D), in the sole judgment of the Representative, Representatives makes it impracticable or inadvisable to proceed with the completion offering or the delivery of the Offering Shares on the terms and in the manner contemplated by the Prospectus. If you elect to terminate this Agreement as provided in this Section 7, the Company shall be notified promptly by letter or telegram from you. If the sale to the Underwriters of Securities the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(1), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time sole discretion of Purchase, by notice to the CompanyRepresentative, if (1) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, Prospectus there shall have has been any Material Adverse Effectchange or any development involving a prospective change in the business, properties, management, financial condition or results of operations of the Company taken as a whole, the effect of which change or development is, in the sole judgment of the Representative, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares and the Pre-Funded Warrants on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Disclosure Package and the Prospectus or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American Stock Exchange or the Nasdaq, or the establishment by the Commission or FINRA fixing of minimum or maximum prices on for trading, or the requirement of maximum ranges for prices for securities by FINRA or by order of the Commission or any of such stock exchanges, other government authority having jurisdiction; (B) a suspension or material limitation in trading in the Company’s securities on the Nasdaq, ; (C) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (D) an outbreak or escalation of hostilities or significant acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (E) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D) or (E), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares and the Pre-Funded Warrants on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus, or (3) since the time of Securities execution of this Agreement, there shall have occurred any downgrading, or any notice or announcement shall have been given or made of: (A) any intended or potential downgrading or (B) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act. If the Representative elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of the Shares and the Pre-Funded Warrants, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 4(l), 5 and 9 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 9 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the Underwriter hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyUnderwriter, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package Package, the Prospectus and the any Permitted Free Writing Prospectus, there shall have has been any Material Adverse Effectchange, or any developments that are reasonably likely to result in, individually or in the aggregate, a material adverse change, in the business, assets, management, condition (financial or otherwise), prospects or results of operations of any Partnership Entity, the effect of which change or development on the Partnership Entities, taken as a whole, is, in the sole judgment of the RepresentativeUnderwriter, so material and adverse as to make it impractical or inadvisable to proceed with the completion Offering or the delivery of the Offering of Securities Units on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, or the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, (2b) since the time of execution of this Agreement, there shall have occurred: occurred (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (Bii) a suspension or material limitation in trading in the CompanyPartnership’s securities on Nasdaq, the NYSE; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere if elsewhere, and, in the case of clause (iv) or (v), the effect of any such event specified in this clause (D)event, in the sole judgment of the RepresentativeUnderwriter, makes it impracticable impractical or inadvisable to proceed with the completion Offering or the delivery of the Offering Units on the terms and in the manner contemplated in the Registration Statement, the Pricing Disclosure Package, the Prospectus and each Permitted Free Writing Prospectus, or (c) since the time of Securities execution of this Agreement, there shall have occurred any downgrading in, or any notice or announcement shall have been given or made of (i) any intended or potential downgrading or (ii) any watch, review or possible change that does not indicate an affirmation or improvement in the rating accorded to, any securities of or guaranteed by any Partnership Entity by any “nationally recognized statistical rating organization,” as that term is defined in Section 3(a)(62) of the Exchange Act. If the Underwriter elects to terminate this Agreement as provided in this Section 9, the Partnership and the Selling Unitholders shall be notified promptly in writing. If the sale to the Underwriter of the Units, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriter for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of Western Parties or the Selling Unitholders are unable to comply with any of its representationsthe terms of this Agreement, warranties the Western Parties and the Selling Unitholders shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 5(n), 7 and 10 hereof), and the Underwriter shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Western Parties or the Selling Unitholders under this Agreement (except as set forth to the extent provided in Section 4 10 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Underwriters and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110(f)(2)(D). (b) The Representative may Underwriters shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the reasonable opinion of the Underwriters will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have NASDAQ Stock Market has been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred; or (Div) an (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there has been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere conditions, if the effect of any such event specified in this clause (DA) or (B), in the sole reasonable judgment of the RepresentativeUnderwriters, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing and delivered in accordance with Section 12. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110 less any liability to amounts previously paid by the other party heretoCompany); provided, except as however, that all such expenses, including the costs and expenses set forth in Section 4 hereof6(d) which were actually paid, and provided further that shall not exceed $125,000 in the provisions of Sections 2aggregate, 8, 11, 12 and 13 hereof shall remain in effectincluding any advances.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of (i) receipt by the Representatives and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 1, 6, 8, 9, 11 and 13 through 21, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Representative may Representatives shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representatives will in the immediate future materially disrupt, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts market for the sale of such Securities, Company’s securities or securities in general; or (2) since the time of execution of this Agreement, there shall have occurred: (Aii) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission Nasdaq shall have occurred; or FINRA of minimum or maximum prices on any of such stock exchanges, (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the Nasdaq shall have occurred; or (Civ) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Dv) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the RepresentativeRepresentatives, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Pricing Prospectus; or (Evi) in the Company judgment of the Lead Managers, any Material Adverse Change shall have occurred since the respective dates as of which information is given in material breach the Pricing Prospectus (exclusive of any of its representations, warranties amendment or covenants hereundersupplement thereto since the date hereof). (c) In Any notice of termination pursuant to this Section 12 shall be in writing specifying the event provision of this Agreement that was invoked for the termination. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 10(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoLead Managers, except as set forth reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon the parties hereto have executed later of: (i) receipt by the Underwriters and delivered the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 4, 6, 8, 9, 14 and 15 shall remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110(g)(5). (b) The Representative may Underwriters shall have the right to terminate this Agreement at any time at or prior to the Time consummation of Purchasethe Closing if: (i) any domestic or international event or act or occurrence has materially disrupted, by notice to or in the reasonable opinion of the Underwriters will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since trading on the time of execution of this Agreement New York Stock Exchange or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have NASDAQ Stock Market has been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of the Commission, FINRA or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, has occurred; or (Div) an (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there has been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere conditions, if the effect of any such event specified in this clause (DA) or (B), in the sole reasonable judgment of the RepresentativeUnderwriters, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectus. (c) In Any notice of termination pursuant to this Section 11 shall be in writing and delivered in accordance with Section 11. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 11(b) hereof), or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those documented out-of-pocket expenses (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection herewith as allowed under FINRA Rule 5110 less any liability to amounts previously paid by the other party heretoCompany); provided, except as however, that all such expenses, including the costs and expenses set forth in Section 4 hereof6(d) which were actually paid, shall not exceed $150,000 in the aggregate, including any advances, and provided further that any portion of the provisions of Sections 2, 8, 11, 12 and 13 hereof advances not offset by documented out-of-pocket expenses incurred by the Underwriters shall remain in effectbe returned to the Company.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the several Underwriters hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the CompanyUBS Securities LLC, if (1a) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package Pre-Pricing Prospectus and the Prospectus, Prospectus there shall have has been any Material Adverse Effectmaterial adverse change or any development involving a prospective material adverse change in the business, properties, management, financial condition or results of operations of the Company, which would, in the sole judgment of the RepresentativeUBS Securities LLC, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesProspectus, or (2b) since the time of execution of this Agreement, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, Stock Exchange or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, NASDAQ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, the NASDAQ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or escalation of hostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (Div) or (v), in the sole judgment of the RepresentativeUBS Securities LLC, makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares on the terms and in the manner contemplated in the Prospectus. If UBS Securities LLC elects to terminate this Agreement as provided in this Section 8, the Company and each other Underwriter shall be notified promptly in writing. If the sale to the Underwriters of Securities the Shares, as contemplated by this Agreement or to enforce contracts Agreement, is not carried out by the Underwriters for the sale of such Securitiesany reason permitted under this Agreement, or (E) if such sale is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 5(l), 6 and 10 hereof), and the Underwriters shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 10 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effect) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchasethe Underwriters to purchase the Additional Shares at any time prior to any Additional Closing Date, by notice to as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Representative will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (1ii) since the time of execution of this Agreement trading on The New York Stock Exchange (“NYSE”) or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there Nasdaq shall have been any Material Adverse Effect, in the sole judgment of the Representative, so suspended or been made subject to material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such Securitieslimitations, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or Nasdaq or by order of the Commission or any of such stock exchanges, other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either any state or federal authority or New York State authorities or a any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration by the United States of a national emergency or war by the United States or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares, Pre-Funded Warrants or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, Prospectus; or (Ev) the Company is in material breach of any of its representations, warranties the events described in Sections 7(g) shall have occurred or covenants hereunderthe Underwriters shall decline to purchase the Securities for any reason permitted under this Agreement. (c) In Any notice of termination pursuant to this Section 12 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof, or if the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the Representative, reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable and documented fees and expenses of their counsel, subject to the other party hereto, except as $100,000 limitation set forth in Section 4 6), incurred by the Underwriters in connection herewith; provided, however, that in the event of a termination pursuant to Section 10 hereof, and provided further that only the provisions of Sections 2, 8, 11, 12 and 13 hereof non-defaulting Underwriters shall remain in effectbe entitled to receive such reimbursement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) . The Representative may terminate this Agreement at any time at or prior obligations of the Placement Agents hereunder shall be subject to termination in the Time absolute discretion of Purchase, by notice to the Company, Placement Agents if (1x) since the time of execution of this Agreement or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have has been any Material Adverse Effectmaterial adverse change in the business, properties, management, financial condition or results of operations of the Company, which would, in the sole judgment of the RepresentativePlacement Agents’ reasonable judgment, so material and adverse as to make it impractical impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering of Securities Shares and the Warrants on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such SecuritiesRegistration Statement, the Disclosure Package and the Prospectus, or (2y) since the time of execution of this AgreementExecution Time, there shall have occurred: (Ai) a suspension or material limitation in trading in securities generally on the NYSE, the NYSE American Stock Exchange or Nasdaq, or the establishment by the Commission or FINRA of minimum or maximum prices on any of such stock exchanges, ; (Bii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, ; (Ciii) a general moratorium on commercial banking activities declared by either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, ; (Div) an outbreak or significant escalation of hostilities or acts of terrorism involving the United States States, excluding the current hostilities in Iraq and Afghanistan or a declaration by the United States of a national emergency or war war; or (v) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere elsewhere, if the effect of any such event specified in this clause (D), iv) or (v) in the sole Placement Agents’ reasonable judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion public offering or the delivery of the Offering Shares and the Warrants on the terms and in the manner contemplated in the Registration Statement, the Disclosure Package and the Prospectus. If the Placement Agents elect to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly in writing. If the sale of Securities the Shares and the Warrants, as contemplated by this Agreement, is not carried out for any reason permitted under this Agreement or to enforce contracts for the if such sale of such Securities, or (E) is not carried out because the Company is in material breach of shall be unable to comply with any of its representationsthe terms of this Agreement, warranties the Company shall not be under any obligation or covenants hereunder. liability under this Agreement (c) In except to the event of any termination extent provided in Sections 6 and 9 hereof), and the Placement Agents shall be under Section 6(b) hereof, neither party will have any no obligation or liability to the other party hereto, Company under this Agreement (except as set forth to the extent provided in Section 4 9 hereof). Under such circumstances, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof Engagement Letter shall remain in effectfull force and effect in accordance with its terms.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when the parties hereto have executed and delivered this Agreement. (b) The Representative may shall have the right to terminate this Agreement at any time at or prior to the Time Closing Date or to terminate the obligations of Purchase, by notice the Underwriters to purchase the Additional Shares at any time prior to the CompanyAdditional Closing Date, if as the case may be, if, at or after the Applicable Time, (1i) since the time of execution of this Agreement any domestic or the earlier respective dates as of which information is given international event or act or occurrence has materially disrupted, or in the Registration Statementopinion of the Representative will in the immediate future materially disrupt, the Disclosure Package and market for the Prospectus, there Company's securities or securities in general; or (ii) trading in the Company's common shares shall have been suspended by the Commission, any Material Adverse EffectCanadian securities commission, in the sole judgment of TSXV or the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such SecuritiesNYSE MKT, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, NYSE MKT, Nasdaq, the NYSE American Toronto Stock Exchange or Nasdaqon the TSXV shall have been suspended or been made subject to material limitations, or the establishment by the Commission or FINRA of minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NYSE MKT, Nasdaq, the Toronto Stock Exchange or the TSXV or by order of the Commission, any of such stock exchanges, Canadian securities commission or any other governmental authority having jurisdiction; or (Biii) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (C) a general banking moratorium on commercial banking activities has been declared by either federal any U.S. or New York State authorities Canadian federal, state or a provincial authority or any material disruption in commercial banking or securities settlement or clearance services in the United States, shall have occurred; or (Div) an (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or Canada or there is a declaration by the United States of a national emergency or war by the United States or Canada or (B) there shall have been any other calamity or crisis or any change in financialpolitical, political financial or economic conditions in the United States or elsewhere if the effect of any such event specified in this clause (DA) or (B), in the sole judgment of the Representative, makes it impracticable or inadvisable to proceed with the completion offering, sale and delivery of the Offering of Securities Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by this Agreement or to enforce contracts for the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderProspectuses. (c) In Any notice of termination pursuant to this Section 11 shall be in writing. (d) If this Agreement shall be terminated pursuant to any of the event provisions hereof (other than pursuant to Section 9(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any termination under Section 6(b) refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, neither party will have any liability the Company will, subject to demand by the other party heretoRepresentative, except as set forth reimburse the Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in Section 4 hereof, and provided further that the provisions of Sections 2, 8, 11, 12 and 13 hereof shall remain in effectconnection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective when upon execution and delivery of a counterpart hereof by each of the parties hereto have executed and delivered this Agreementhereto. (b) The Representative may Initial Purchasers shall have the right to terminate this Agreement at any time at or prior to the Time of Purchase, Closing Date by notice to the CompanyPartnership from the Initial Purchasers, if without liability (1other than with respect to Sections 6 and 7) since on the time of execution of Initial Purchasers’ part to the Partnership or any affiliate thereof if, on or prior to such date, (i) the Partnership shall have failed, refused or been unable to perform any agreement on its part to be performed under this Agreement when and as required; (ii) any other condition to the obligations of the Initial Purchasers under this Agreement to be fulfilled by the Issuers and Guarantors pursuant to Section 8 is not fulfilled when and as required; (iii) trading in any securities of the Partnership shall be suspended or limited by the Commission or the earlier respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there shall have been any Material Adverse Effect, in the sole judgment of the Representative, so material and adverse as to make it impractical or inadvisable to proceed with the completion of the Offering of Securities contemplated by this Agreement or to enforce contracts for the sale of such SecuritiesNew York Stock Exchange, or (2) since the time of execution of this Agreement, there shall have occurred: (A) a suspension or material limitation in trading in securities generally on the NYSENew York Stock Exchange, the NYSE American MKT LLC or Nasdaqthe Nasdaq Global Market shall have been suspended or materially limited, or the establishment minimum prices shall have been established thereon by the Commission Commission, or FINRA of minimum by such exchange or maximum prices on any of such stock exchanges, other regulatory body or governmental authority having jurisdiction; (B) a suspension or material limitation in trading in the Company’s securities on Nasdaq, (Civ) a general moratorium on commercial banking activities shall have been declared by either federal Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, States shall have occurred; (Dv) there is an outbreak or escalation of hostilities or acts of terrorism national or international calamity in any case involving the United States States, on or after the date of this Agreement, or if there has been a declaration by the United States of a national emergency or war or any other national or international calamity or crisis (economic, political, financial or any otherwise) which affects the U.S. and international markets, making it, in the Representative’s judgment, US-DOCS\93433983.6 impracticable to proceed with the offering or delivery of the Securities on the terms and in the manner contemplated in the Pricing Disclosure Package; or (vi) there shall have been such a material adverse change in financialgeneral economic, political or economic financial conditions or the effect (or potential effect if the financial markets in the United States or elsewhere if have not yet opened) of international conditions on the effect of any financial markets in the United States shall be such event specified in this clause (D)as, in the sole judgment of the Representative’s judgment, makes to make it inadvisable or impracticable or inadvisable to proceed with the completion offering or delivery of the Offering of Securities on the terms and in the manner contemplated by this Agreement or to enforce contracts for in the sale of such Securities, or (E) the Company is in material breach of any of its representations, warranties or covenants hereunderPricing Disclosure Package. (c) In Any notice of termination pursuant to this Section 11 shall be given at the event of any termination under Section 6(b) hereof, neither party will have any liability to the other party hereto, except as set forth address specified in Section 4 hereof13 below by telephone or facsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to Section 11(b)(i) or (ii), the Issuers and provided further that Guarantors, jointly and severally, will reimburse the provisions Initial Purchasers for all of Sections 2their reasonable out‑of‑pocket expenses (including, 8without limitation, 11, 12 the fees and 13 hereof shall remain expenses of the Initial Purchasers’ counsel) incurred in effectconnection with this Agreement and the transactions contemplated hereby.