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

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M., New York City time, on the first full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effective. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you shall have the right to terminate this Agreement at any time prior to the Closing Date or any Optional Closing Date, as the case may be, by giving notice to the Company, if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange or in the over-the-counter market; or if a banking moratorium has been declared by a state or federal authority; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Firm Shares or the Additional Shares, as the case may be. (c) If you elect to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason of an election by the Company pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, New York City timeupon the later of when (i) you, on the first full business day following Company and the day on which Selling Stockholder shall have received notification of the effectiveness of the Registration Statement becomes effective or (ii) the execution of this Agreement. To the extent that any Shares remain unsold hereunder at the time expiration of the initial public offering by you of the SharesOffering Period, whichever is earlier. The time of the initial public offering this Agreement shall mean the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating thereupon terminate without liability to the Shares Company, the Selling Stockholder or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Agent except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company and the Selling Stockholder by notifying you or by you by notifying the Company or the Selling Stockholder. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 7 and 9 through 17 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date if (A) any domestic or any Optional Closing Dateinternational event or act or occurrence has materially disrupted, as or in your opinion will in the case may beimmediate future materially disrupt, by giving notice to the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Shares or the Additional Shares, as the case may be, shall have become effective; or (D) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 12(b) hereof), or if this Agreement shall terminate the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Agent set forth herein is not satisfied or shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company or the Company Selling Stockholder, as applicable, will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Agent for such all reasonable out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Agent in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective 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 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the New York or American Stock Exchanges or on NASDAQ shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum (i) if the Company shall have sustained United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a material loss declaration of a national emergency or material adverse interference with its business war by the United States or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or (ii) if there shall have been a general suspension ofsuch change in political, financial or a general limitation on prices for, trading economic conditions if the effect of any such event in securities on the New York Stock Exchange, the American Stock Exchange (i) or (ii) in the over-the-counter market; or if a banking moratorium has been declared by a state or federal authority; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the over-the-counter marketNasdaq National Market System shall have been suspended, or 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 or American Stock Exchanges or the Nasdaq National Market System by such entities or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in on Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges or on Nasdaq by the New York or American Stock Exchanges or Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such out-all out- of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York City time, on the first full fifth business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the over-the-counter marketNasdaq National Market shall have been suspended, or 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 or American Stock Exchanges or the Nasdaq National Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Shares shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus; or (E) if any downgrading in the rating of the Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act) shall have occurred; or (F) if trading in the Common Stock shall have been suspended by the Commission or the Nasdaq National Market. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 9 or 11(a) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or a Selling Securityholder to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, New York City upon the later of when (i) Representative and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., Washington, D.C. time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes will have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying the Representative or by the Representative by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to Without limiting the right to terminate this Agreement pursuant to Section 7 hereof by reason of any other provision hereof, the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you Representative shall have the right to terminate this Agreement at any time prior to on or before the Firm Closing Date or terminate any Optional obligation of the Underwriters to purchase the Additional Shares at any time on or before the Additional Closing Date, as the case may be, by giving notice to if any of the Company, if following has occurred since the since the effective date hereof: (A) the Company shall have sustained a material loss failed, refused or material adverse interference with been unable to perform any agreement or condition on its business part to be performed hereunder unless compliance therewith or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, performance or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there satisfaction thereof shall have been expressly waived in writing by the Representative; (B) any other condition of the obligations of the Underwriters is not fulfilled; (C) any event shall have occurred or shall exist which makes untrue or incorrect in any material respect any statement or information contained in the Registration Statement or which is not reflected in the Registration Statement but should be reflected therein (exclusive of any amendment or supplement thereto) to make the statements or information contained therein not misleading in any material respect; (D) any outbreak or escalation of major hostilities in which the United States is involved, a general declaration of war by the United States or any other substantial national calamity or emergency; (E) any suspension of, or a general limitation on prices for, of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the NASDAQ or any suspension of listing in the over-the-counter marketCommon Stock of the Company on the American Stock Exchange; or if (F) declaration of a banking moratorium by either federal or state authorities or a moratorium in foreign exchange trading by major international banks or persons has been declared by a state or federal authority; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Firm Shares or the Additional Shares, as the case may bedeclared. (c) If you elect to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (otherwise than pursuant to notification by the Company pursuant to this Representative as provided in Section 8 10(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to youdemand by Neidiger, in addition to the obligations the Company assumed pursuant to Section 4(g)Tucker, will be to Bruner, Inc., reimburse you Neidiger, Tucker, Bruner, Inc. for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your counsel) as shall have been ), incurred by you Neidiger, Tucker, Bruner, Inc. in connection with this Agreement or herewith in the proposed offermaximum amount of $75,000, sale, and delivery inclusive of the Shares$45,000 previously paid to Neidiger, and upon demand Tucker, Bruner, Inc. by the Company agrees to pay promptly the full amount thereof to youCompany. (ed) Notwithstanding any election hereunder Any notice of termination pursuant to this Section 12 shall be by telephone or any termination of this Agreement, facsimile and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be confirmed in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereofwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 15 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange or in the over-the-counter marketNASDAQ National Market, as the case may be, shall have been suspended, or 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 American Stock Exchange or the NASDAQ National Market by the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, as the case may be, or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to Section 8 9(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective 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 12 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York or American Stock ExchangeExchanges or on Nasdaq shall have been suspended, or 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 or American Stock Exchanges or on Nasdaq by the New York or American Stock Exchanges, the American Stock Exchange NASD or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityFederal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if, after the date hereof, the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 10(b) or 12(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such out-all out- of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, New York City time, on upon the first full business day following later of when (i) the day on which parties have received notification of the effectiveness of the Registration Statement becomes effective or (ii) the execution of this Agreement. To the extent that any Securities remain unsold hereunder at the time expiration of the initial public offering by you of the Sharesperiod, whichever is earlier. The time of the initial public offering this Agreement shall mean the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective it may be terminated by the Company by notifying the Representatives or by the Representatives by notifying the Company. Notwithstanding the foregoing, the provisions of Sections 1, 5 and 7 through 16 shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date if (A) any domestic or any Optional Closing Dateinternational event or act or occurrence has materially disrupted, as or in the case may beUnderwriters’ opinion will in the immediate future materially disrupt, by giving notice to the market for the Company, if the Company shall have sustained a material loss ’s securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) there shall have occurred any event of the type described in Section 1(d); or (D) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Shares shall have become effective; or (E) if the United States becomes engaged in hostilities or there is an escalation of national or international hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the such change in United States and or international political, financial or economic conditions if the effect of any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the judgment of a majority-in-interest of the underwriters, Representatives makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or on the Additional Shares, as terms contemplated by the case may beProspectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason of an election by the Company pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) receipt by Bear Xxxxxxx and the Company of 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Indemnifying Parties or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying Bear Xxxxxxx or by Bear Xxxxxxx notifying the Company. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 5, 7, 8, 9, 11 and 14 through 19, inclusive, shall be in full force and effect at all times after the execution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you Bear Xxxxxxx shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of Bear Xxxxxxx will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss ’s securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on the NYSE or The NASDAQ National Market (the “NASDAQ”) shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NYSE or the American Stock Exchange NASDAQ or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (i) or (ii), which in the judgment of a majority-in-interest of the underwritersBear Xxxxxxx, makes it impracticable or inadvisable to proceed with the offeringOffering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (other than pursuant to (i) notification by Bear Xxxxxxx as provided in Section 8 12(a) hereof or (ii) Section 10(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company and such Selling Stockholder will, subject to demand by Bear Xxxxxxx, reimburse the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of (i) when you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotagesecurities in general, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in on Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter market; New York or American Stock Exchanges or on Nasdaq by the New York or American Stock Exchanges or Nasdaq, respectively, or by order of the Commission or any other governmental authority having jurisdiction, or (iii) if a banking moratorium has been declared by a state or federal authority; authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective, or (iv) (A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, Business Day after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, parties except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section and of Sections 1, 5, 7, 8 and 10 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may bebe (i) if any domestic or international event or act or occurrence has materially disrupted, by giving notice to or in your opinion will in the immediate future materially disrupt, the market for the Company, 's securities or securities in general; (ii) if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the over-the-counter marketNasdaq National Market (collectively the "Exchanges") shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on any of the Exchanges by the authorities of such Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (iv)(A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions, if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, shall be by telephone or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegramfacsimile, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all reasonable out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of (i) when you and the Company shall have 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 6, 8 and 9 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, Nasdaq or the American Stock Exchange shall have been suspended, or 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, Nasdaq or the American Stock Exchange by the New York Stock Exchange, Nasdaq or the American Stock Exchange or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state New York, Delaware, California or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or 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)(2) under the Securities Act or if 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; or (E) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamity, which economic conditions if the effect of any such event in the (i) or (ii) in your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 10(b)), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 12(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 6 hereof, to pay all out-of-pocket expenses of the Underwriters (including the fees and expenses of their counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youAgreement. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) receipt by the Representatives and the Company of 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying the Representatives or by the Representatives notifying the Company. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall be in full force and effect at all times after the execution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) 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 the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on The New York Stock Exchange (the "NYSE") or The NASDAQ National Market (the "NASDAQ") shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities on shall have been required, by the New York Stock ExchangeNYSE, the American Stock Exchange NASDAQ or in order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) in the reasonable judgment of the Representatives, any Material Adverse Change shall have occurred since the respective dates as of which information is given in the Prospectus; or (E) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (i) or (ii), which in the judgment of a majority-in-interest of the underwritersRepresentatives, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (other than pursuant to (i) notification by the Company pursuant to this Representatives as provided in Section 8 11(a) hereof or (ii) Section 9(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youRepresentatives, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) receipt by Bear Xxxxxxx and the Company of 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Indemnifying Parties or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying Bear Xxxxxxx or by Bear Xxxxxxx notifying the Company. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and of Sections 2, 5, 7, 8 and 14 through 19, inclusive, shall be in full force and effect at all times after the execution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you Bear Xxxxxxx shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of Bear Xxxxxxx will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss ’s securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on the NYSE shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NYSE or by order of the American Stock Exchange Commission or in the over-the-counter marketany other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (i) or (ii), which in the judgment of a majority-in-interest of the underwritersBear Xxxxxxx, makes it impracticable or inadvisable to proceed with the offeringOffering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (other than pursuant to (i) notification by Bear Xxxxxxx as provided in Section 8 12(a) hereof or (ii) Section 10(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company and such Selling Stockholder will, subject to demand by Bear Xxxxxxx, reimburse the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.such time after notification of the effectiveness of the Registration Statement as you, the Company and the Selling Shareholders shall agree upon the purchase price per Share. If the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first seventh full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Shareholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholders or the Attorney-in-Fact, or by joint action only of all the Selling Shareholders directly or the Attorney-in-Fact on behalf of all the Selling Shareholders by notifying the Company and you, or by you notifying the Company and the Selling Shareholders or the Attorney-in- Fact. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, if any, as the case may be, by giving notice to the Company, if the Company shall have sustained a material loss any domestic or material adverse interference with its business international event or properties from fire, flood, accident, hurricane, earthquake, theft, sabotageact or occurrence has materially disrupted, or other calamity or malicious actin your opinion will in the immediate future materially disrupt, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities markets; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or if the United States shall have become involved in a banking moratorium has been declared war or major hostilities; or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by a state or federal authoritythe United States; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which downgrading in the judgment of a majority-in-interest rating of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or delivery Company's debt securities by any "nationally recognized statistical rating-organization" (as defined for purposes of the Firm Shares or the Additional Shares, as the case may be. (c) If you elect to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason of an election by the Company pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.Rule

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on the NYSE, the Nasdaq Stock Market (the "Nasdaq") or the American Stock Exchange shall have been a general suspension ofsuspended, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York NYSE, the Nasdaq or the American Stock ExchangeExchange by the NYSE, the Nasdaq or the American Stock Exchange or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or 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)(2) under the Securities Act or if 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; or (E) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamity, which economic conditions if the effect of any such event in the (A) or (E) in your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b)), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will reimburse the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 11(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 5 hereof, to pay all out-of-pocket expenses of the Underwriters (including the fees and expenses of their counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youAgreement. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) there has been, since the Companytime of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, if the Company shall have sustained a material loss or any material adverse interference with its business change in the condition, financial or properties from fire, flood, accident, hurricane, earthquake, theft, sabotageotherwise, or other calamity in the earnings business affairs or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations prospects of the Company; or (B) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (C) if there trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or if trading on the NYSE shall have been a general suspension ofsuspended, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities on shall have been required, by the New York Stock Exchange, NYSE or by order of the American Stock Exchange Commission or in the over-the-counter marketany other governmental authority having jurisdiction; or (D) if a banking moratorium has been declared by a any state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective or if a material disruption in commercial banking or securities settlement or clearance services shall have occurred; or if (E) (i) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) there shall have been an outbreak of major hostilities between the United States and any foreign power, other such calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions, which if the effect of any such event in the (i) or (ii) as in your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or Section 11(b)(B), (C)(with respect to the second clause only), (D) or (E) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or the Manager to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of (i) receipt by the Representatives, the Company and the Selling Stockholders of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company or any Selling Stockholder by notifying the Representatives or by the Representatives by notifying the Company and the Selling Stockholders. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 6, 8 and 9 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to (A) if 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 the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on The New York Stock Exchange (the "Exchange") or The NASDAQ National Market (the "NASDAQ") shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, the American Stock Exchange NASDAQ or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities or preferred stock 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 publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (i) or (ii), which in the judgment of a majority-in-interest of the underwritersRepresentatives, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect one or more of the Selling Stockholders shall fail to prevent sell and deliver to the Underwriters the Shares to be sold and delivered by such Selling Stockholders at the Closing Date pursuant to this Agreement, then the Underwriters may at their option, by written notice from the Representatives to the Company and the Selling Stockholders, either (i) terminate this Agreement from becoming effective without any liability on the part of any Underwriter or, except as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8Sections 6 and 8 hereof, the Company elects or the Selling Stockholders, or (ii) purchase the Shares which the Company and other Selling Stockholders have agreed to prevent sell and deliver in accordance with the terms hereof. If one or more of the Selling Stockholders shall fail to sell and deliver to the Underwriters the Shares to be sold and delivered by such Selling Stockholders pursuant to this Agreement at the Closing Date or the Additional Closing Date, then the Underwriters shall have the right, by written notice from becoming effective, the Representatives to the Company shall notify you promptly by telephoneand the Selling Stockholders, telecopierto postpone the Closing Date or the Additional Closing Date, telexas the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or telegram, confirmed by letterany other documents or arrangements may be effected. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason Any notice of an election by the Company termination pursuant to this Section 8 or if 12 shall be in writing. (e) If this Agreement shall terminate be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by the Representatives as provided in Section 12(a) hereof or shall otherwise (ii) Section 10(b) hereof), or if the sale of the Shares provided for herein is not be carried out within consummated because any condition to the time specified obligations of the Underwriters set forth herein by reason is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youRepresentatives, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date if (A) any domestic or any Optional Closing Dateinternational event or act or occurrence has materially disrupted, as or in your opinion will in the case may beimmediate future materially disrupt, by giving notice to the market for the Company's securities or securities in general; or (B) if trading on the New York or American Stock Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall (i) if the Company shall have sustained United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a material loss declaration of a national emergency or material adverse interference with its business war by the United States or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or (ii) if there shall have been a general suspension ofsuch change in political, financial or a general limitation on prices foreconomic conditions, trading if the effect of any such event in securities on the New York Stock Exchange, the American Stock Exchange (i) or (ii) as in the over-the-counter market; or if a banking moratorium has been declared by a state or federal authority; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or Series A Preferred Stock on the Additional Shares, as terms contemplated by the case may beProspectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate the sale of the Series A Preferred Stock provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of: (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement, and (ii) the execution of this Agreement; provided, however, that if either the initial public offering or the -------- ------- purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have been declared effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 10 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be: (i) if any domestic or international event or act or occurrence has materially disrupted, by giving notice to or in your opinion will in the immediate future materially disrupt, the market for the Company, 's securities or securities in general; (ii) if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the over-the-counter marketNasdaq National Market (collectively the "Exchanges") shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on any of the Exchanges by the authorities of such Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (iv)(A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions, if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopierfacsimile, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 (other than the condition that the Underwriters receive a legal opinion from the Underwriters' Counsel) or shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof in any material respect, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all reasonable out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions, if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) receipt by the Representatives, and the Company of 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the timeUnderwriters except as herein expressly provided. Notwithstanding any termination of this Agreement, the provisions of this Section 13 and of Sections 1, 2, 6, 8, 9 and 12 and 14 through 19, inclusive, shall remain in full force and effect at all times after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effectiveexecution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (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 the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or if there (ii) trading on The New York Stock Exchange (the "NYSE") or The Nasdaq National Market (the "NASDAQ") shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NYSE or the American Stock Exchange NASDAQ or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or if (iii) a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or if (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (A) or (B), which in the judgment of a majority-in-interest of the underwritersRepresentatives, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 13 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (other than pursuant to (i) notification by the Company pursuant to this Representatives as provided in Section 8 11(a) hereof or (ii) Section 10(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company and the Selling Stockholders to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youRepresentatives, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) there has been, since the Companytime of execution of this Agreement or since the respective dates as of which information is given in the Prospectus, if the Company shall have sustained a material loss or any material adverse interference with its business change in the condition, financial or properties from fire, flood, accident, hurricane, earthquake, theft, sabotageotherwise, or other calamity in the earnings business affairs or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations prospects of the Company; or (B) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (C) if there trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or if trading on the NYSE shall have been a general suspension ofsuspended, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities on shall have been required, by the New York Stock Exchange, NYSE or by order of the American Stock Exchange Commission or in the over-the-counter marketany other governmental authority having jurisdiction; or (D) if a banking moratorium has been declared by a any state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective or if a material disruption in commercial banking or securities settlement or clearance services shall have occurred; or if (E) (i) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) there shall have been an outbreak of major hostilities between the United States and any foreign power, other such calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions, which if the effect of any such event in the (i) or (ii) as in your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or Section 11(b)(B), (C)(with respect to the second clause only), (D) or (E) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company Company, the Manager or NIH to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotagesecurities in general, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in on Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter market; New York or American Stock Exchanges or on Nasdaq by the New York or American Stock Exchanges or Nasdaq, respectively, or by order of the Commission or any other governmental authority having jurisdiction, or (iii) if a banking moratorium has been declared by a state or federal authority; authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective, or (iv) (A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign powersuch event in (A) or (B) as, or any other insurrection, armed conflict or national calamity, which in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the price of the Underwritten Offering or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to an Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock ExchangeExchange or Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by the American New York Stock Exchange or in Nasdaq or by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares, the Additional Shares or the Concurrent Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares, the Additional Shares or the Additional Concurrent Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such out-all out- of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholder or the timeUnderwriters except as herein expressly provided that, notwithstanding any termination of this Agreement pursuant to this Section 13, the provisions of this Section 13 and of Sections 1, 2, 6, 8, 9, 12 and 14 through 19, inclusive, shall be in full force and effect at all times after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effectiveexecution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Lead Manager shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Lead Manager will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss ’s securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (ii) if there trading on The New York Stock Exchange (“the NYSE”) shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NYSE or by order of the American Stock Exchange Commission or in the over-the-counter marketany other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (iv) in the judgment of the Lead Manager, any Material Adverse Change shall have occurred since the respective dates as of which information is given in the Prospectus; or (v) (A) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (A) or (B), which in the judgment of a majority-in-interest of the underwritersLead Manager, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 13 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (other than pursuant to (i) notification by the Company pursuant to this Lead Manager as provided in Section 8 13(a) hereof or (ii) Section 10(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youLead Manager, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 2, 6, 8 and 9 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to (A) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the over-the-counter marketNasdaq National Market System shall have been suspended, or 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 or American Stock Exchanges or the Nasdaq National Market System by such entities or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority, if any material disruption in commercial banking or securities settlement or clearance services shall have occurred or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (i) or (ii), which in the judgment of a majority-in-interest of the underwritersyour judgment, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 10(b) or 12(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement and (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, Business Day after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, 's securities or securities in general; (ii) if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock ExchangeExchange or quotations over the Nasdaq National Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the American New York Stock Exchange or in for the over-the-counter marketNasdaq National Market by the New York Stock Exchange or The Nasdaq Stock Market, Inc. or by order of the Commission or any other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (iv) (A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions, if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopierfacsimile, telex, telex or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof in any material respect, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all reasonable out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) the Representatives and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying the Representatives or by the Representatives notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Representatives' opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on the Nasdaq National Market or the New York or American Stock Exchanges shall have been a general suspension ofsuspended, or a general limitation minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on prices for, trading in securities on the Nasdaq National Market or New York or American Stock Exchanges by the New York Stock Exchange, the or American Stock Exchange Exchanges or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the Representatives' judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (otherwise than pursuant to (i) notification by the Company pursuant to this Representatives as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youRepresentatives, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 13 and of Sections 1, 2, 6, 8, 9, 12 and 14 through 19, inclusive, shall at all times be in full force and effect. (b) In addition to You shall have the right to terminate this Agreement pursuant Agreement, by notice to Section 7 hereof by reason of the Company's failureCompany and the Selling Stockholders, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder at any time prior to the Closing Date or Optional the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, you shall have if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the right to terminate this Agreement at any time prior to immediate future materially disrupt, the Closing Date or any Optional Closing Date, as the case may be, by giving notice to market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock ExchangeExchange or on the American Stock Exchange shall have been suspended or made subject to material limitations, or 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 on the American Stock Exchange by the New York Stock Exchange or by the American Stock Exchange or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or 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)(2) under the Securities Act or if 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; or (E) if there has been since the time of the execution of this Agreement or since the respective dates as of which information is given in the Prospectus (excluding any supplement thereto), any Material Adverse Effect, or (F) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamity, which economic conditions if the effect of any such event in the (i) or (ii) as in your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 13 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 13(a) hereof or (ii) Section 10(b)), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective 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) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Optional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on the NASDAQ National Market shall have been a general suspension ofsuspended, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NASDAQ by the American Stock Exchange NASDAQ or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Primary Shares or the Optional Shares, as the case may be, shall have become effective; or (D) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) 26 27 or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Primary Shares or the Additional Optional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all reasonable out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) receipt by the Lead Managers and the Company of 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by the Lead Managers notifying the Company. Notwithstanding any termination of this Agreement, the provisions of this Section 13 and of Sections 1, 5, 8, 9, 12 and 14 through 19, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Lead Managers shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to 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 Lead Managers will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; (ii) trading on the Company shall have sustained a material loss NYSE or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including The NASDAQ National Market (the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there “NASDAQ”) shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NYSE or the American Stock Exchange NASDAQ or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or if (iii) a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company’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 publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities; or if (v)(A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (A) or (B), which in the judgment of a majority-in-interest of the underwritersLead Managers, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 13 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (other than pursuant to (i) notification by the Company pursuant to this Lead Managers as provided in Section 8 13(a) hereof or (ii) Section 10(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youLead Managers, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.such time after notification of the effectiveness of the Registration Statement as you, the Company and the Selling Shareholders shall agree upon the purchase price per Share. If the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first seventh full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Shareholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholders or the Attorney-in-Fact, or by joint action only of all the Selling Shareholders directly or the Attorney-in-Fact on behalf of all the Selling Shareholders by notifying the Company and you, or by you notifying the Company and the Selling Shareholders or the Attorney-in- Fact. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, if any, as the case may be, by giving notice to the Company, if the Company shall have sustained a material loss any domestic or material adverse interference with its business international event or properties from fire, flood, accident, hurricane, earthquake, theft, sabotageact or occurrence has materially disrupted, or other calamity or malicious actin your opinion will in the immediate future materially disrupt, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities markets; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or 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 or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or if the United States shall have become involved in a war or major hostilities; or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States; or if any downgrading in the overrating of the Company's debt securities by any "nationally recognized statistical rating-the-counter marketorganization" (as defined for purposes of Rule 436(g) under the Regulations); or if a banking moratorium has been declared by a state or federal authority, or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which such change in the market for the Company's securities or securities in general or in political, financial or economic conditions as in your judgment of a majority-in-interest of the underwriters, makes it impracticable impractical or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, 11 shall be by telephone or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegramfacsimile transmission, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Sections 9(b) or 11(b) hereof), or if this Agreement shall terminate the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or any Selling Shareholder to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company and the Company Selling Shareholders jointly and severally agree subject to demand by you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.to

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M., New York City time, on upon the first full business day following later of: (i) receipt by the day on which Representative and the Company of notification of the effectiveness of the Registration Statement becomes effective or Statement; and (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 the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, all times after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occurexecution hereof. You, or the Company may prevent If this Agreement from becoming effective without liability is terminated after any Public Securities have been purchased hereunder, the provisions of any party to any other partySections 2, except as noted below in 3, and 4 hereof shall survive termination of this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effectiveAgreement. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Representative shall have the right to terminate this Agreement at any time prior to the consummation of the Closing Date if: (i) any domestic or any Optional Closing Dateinternational event or act or occurrence has materially disrupted, as or in the case may beopinion of the Representative will in the immediate future materially disrupt, by giving notice to the market for the Company, if the Company shall have sustained a material loss ’s securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or if there shall have been a general suspension of, or a general limitation on prices for, (ii) trading in securities on the New York Stock ExchangeExchange or the Nasdaq Stock Market shall have been suspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the American New York Stock Exchange or in the over-the-counter marketExchange or by order of the Commission, FINRA, or any other governmental authority having jurisdiction; or if (iii) a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; (iv) any downgrading shall have occurred in the Company’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 if (v) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been an outbreak of major hostilities between the United States and any foreign powerother calamity or crisis or any change in political, financial, or economic conditions if the effect of any other insurrectionsuch event in (A) or (B), armed conflict or national calamity, which in the judgment of a majority-in-interest of the underwritersRepresentative, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or Securities on the Additional Shares, as terms and in the case may be.manner contemplated by the Prospectus. ​ (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything Except in this Agreement the case of a default by the Underwriters, pursuant to the contrary notwithstanding other than Section 8(e)9(b) above, if this Agreement shall be terminated prior to the Closing Date pursuant to any of the provisions hereof or if the sale of the Public Securities provided for herein is not become effective by reason of an election consummated, the Company will, subject to demand by the Company pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within Representative, reimburse the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such those out-of-pocket expenses (including the reasonable fees and disbursements expenses of your counselUnderwriters’ Counsel) as actually incurred, up to $50,000, provided, however, that such expense cap shall have been incurred by you in connection with this Agreement no way limit or impair the proposed offer, sale, indemnification and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youcontribution provisions set forth herein. . (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of (i) when you, the Company and the Selling Stockholders shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you and the Selling Stockholders or by you notifying the Company and the Selling Stockholders. Notwithstanding the foregoing, the provisions of this Section 13 36 36 and of Sections 1, 2, 7, 9 and 10 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general, (ii) if trading on the Company shall have sustained a material loss National Association of Securities Dealers Automated Quotation (National Market) System, New York or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there American Stock Exchanges shall have been a general suspension ofsuspended, or a general limitation minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on prices forthe National Association of Securities Dealers Automated Quotation (National Market) System, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in by order of the over-the-counter market; Commission or any other governmental authority having jurisdiction, (iii) if a banking moratorium has been declared by a state or federal authority; authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective, or (iv) (A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 13 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 13(a) hereof or (ii) Section 11(b) or 13(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M., New York City time, on upon the first full business day following later of (i) receipt by the day on which Lead Managers and the Company of notification of the effectiveness of the Registration Statement becomes effective or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall remain in full force and effect at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, all times after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effectiveexecution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Lead Managers shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Lead Managers will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or if there (ii) trading on The New York Stock Exchange ("the NYSE") or the NASDAQ National Market (the "NASDAQ") shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, NYSE or the American Stock Exchange NASDAQ or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or if (iii) a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or if (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (A) or (B), which in the judgment of a majority-in-interest of the underwritersLead Managers, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (other than pursuant to (i) notification by the Company pursuant to this Lead Managers as provided in Section 8 11(a) hereof or (ii) Section 9(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youLead Managers, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first sixth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective 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 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in on NASDAQ shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges or on NASDAQ by the New York or American Stock Exchanges or NASDAQ or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopierfacsimile, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such out-all out- of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of (i) when you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or if there (B) trading on the Nasdaq National Market shall have been a general suspension ofsuspended or minimum or maximum prices for trading shall have been fixed, or a general limitation on maximum ranges for prices for, trading in for securities shall have been required on the New York Stock ExchangeNasdaq National Market, by the American Stock Exchange Nasdaq National Market or in by order of the over-the-counter marketCommission or by any other governmental authority having jurisdiction; or if (C) a banking moratorium has been declared by a any state or federal authorityauthority or any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or if (D)(i) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions, which if the effect of any such event in the (i) or (ii) as determined in your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company and the Company Selling Stockholders will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Shareholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company or the Selling Shareholders by notifying you or by you notifying the Company or the Selling Shareholders. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock ExchangeExchange or American Stock Exchange shall have been suspended, or 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 American Stock Exchange by the New York Stock Exchange or American Stock Exchange or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state New York State or federal authority; authority or if there shall have been an outbreak of major hostilities between any new restriction materially adversely affecting the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or delivery distribution of the Firm Shares or the Additional Shares, as the case may be. (c) If you elect to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason of an election by the Company pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.the

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effective. (b) In addition to effective as aforesaid, it may be terminated by the right to terminate this Agreement pursuant to Section 7 hereof Company by reason of notifying you or by you notifying the Company's failure. Notwithstanding the foregoing, refusal or inability to perform the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all obligations times be in full force and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you effect. You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges, on the Nasdaq by Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be. (c) If you elect , on the terms contemplated by the Prospectus. Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed in writing by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate the sale of the Underwritten Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such out-all out- of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M., New York City time, on upon the first full business day following later of (i) receipt by the day on which Lead Manager and the Company of notification of the effectiveness of the Registration Statement becomes effective or (ii) the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 12 through 17, inclusive, shall remain in full force and effect at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, all times after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effectiveexecution hereof. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Lead Manager shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in the opinion of the Lead Manager will in the immediate future materially disrupt, the market for the Company, if ’s securities or securities in general; or (ii) trading on The New York Stock Exchange (“the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotageNYSE”), or other calamity or malicious act, including The NASDAQ National Market (the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there “NASDAQ”) shall have been a general suspension ofsuspended or been made subject to material limitations, or a general limitation on minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock ExchangeNYSE, or the American Stock Exchange NASDAQ or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or if (iii) a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or if (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamityeconomic conditions if the effect of any such event in (A) or (B), which in the judgment of a majority-in-interest of the underwritersLead Manager, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (other than pursuant to (i) notification by the Company pursuant to this Lead Manager as provided in Section 8 11(a) hereof or (ii) Section 9(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youLead Manager, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of (i) such time as you and the Company shall have received notification of the effectiveness of the Registration Statement and (ii) the execution of this Agreement. If either the coupon rate or the conversion rate has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, Business Day after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other partyUnderwriters, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Notes at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, 's securities or securities in general; (ii) if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange or in the over-the-counter marketNasdaq National Market has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market by the New York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Notes or the Additional Notes has become effective; (iv) if any downgrading in the rating of the Company's debt securities or preferred stock by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act) has occurred; or (v) (A) if there shall have been an outbreak of major hostilities between the United States and any foreign power, becomes engaged in hostilities or any other insurrection, armed conflict there is an escalation of hostilities involving the United States or national calamity, which in the judgment there is a declaration of a majority-in-interest national emergency or war by the United States or (B) if there has been a change in political, financial or economic conditions and the effect of the underwritersany such event in (A) or (B), in your judgment, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares Notes or the Additional SharesNotes, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopierfacsimile, telex, telex or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (other than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate the sale of the Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company agrees to reimburse the Company Underwriters, subject to demand by you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) the Commission shall have provided notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company and the Selling Stockholders. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 6, 8 and 9 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 10(b) or 12(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability Company or the Selling Stockholders (pro rata to the extent of the Company their refusal, inability or failure to perform) will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M., New York City time, on upon the first full business day following later of (i) such time as you and the day on which Company shall have received notification of the effectiveness of the Registration Statement becomes effective or at and (ii) the time execution of the initial public offering by you of the Shares, whichever is earlierthis Agreement. The time of the initial public offering shall mean the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7, 8 and 10 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may bebe (i) if any domestic or international event or act or occurrence has materially disrupted, by giving notice to or in your opinion will in the immediate future materially disrupt, the market for the Company, 's securities or securities in general; (ii) if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the over-the-counter marketNasdaq National Market (collectively the "Exchanges") shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on any of the Exchanges by the authorities of such Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (iv)(A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions, if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopierfacsimile, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the price of the Underwritten Offering or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifteenth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, Business Day after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 2 6, 8 and 9 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to an Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock ExchangeExchange or Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required by the American New York Stock Exchange or in Nasdaq or by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 10(b) or 12(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such out-all out- of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in NASDAQ/NMS shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by the over-the-counter marketNew York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; (D) if any downgrading in the rating of the Company's (or any affiliate's) debt securities by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Act, or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Stockholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to You shall have the right to terminate this Agreement pursuant Agreement, by notice to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder at any time prior to the Closing Date or Optional the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, you shall have if (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the right to terminate this Agreement at any time prior to immediate future materially disrupt, the Closing Date or any Optional Closing Date, as the case may be, by giving notice to market for the Company, 's securities or securities in general; or (ii) if trading in any securities of the Company shall have sustained a material loss has been suspended or material adverse interference with its business materially limited by the Commission or properties from fire, flood, accident, hurricane, earthquake, theft, sabotagethe Nasdaq National Market, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York or American Stock ExchangeExchanges or on the Nasdaq National Market shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, by the New York or American Stock Exchanges or by the Nasdaq National Market or by order of the Commission, the American Stock Exchange NASD or in the over-the-counter marketany other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (iv) (a) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (b) if there shall have been an outbreak such change in political, financial or economic conditions, if the effect of major hostilities between the United States and any foreign power, such event in (a) or any other insurrection, armed conflict or national calamity, which (b) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelecopy, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 9(b) or 12(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company and the Company Selling Stockholders will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of when (i) you and the Company shall have 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company and the Selling Stockholders by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 2, 6, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you ING Barings LLC shall have the right to terminate this Agreement at any time on or prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any Optional time on or prior to the Additional Closing Date, as the case may bebe (but in any event prior to delivery of and payment for the Shares), by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on the New York or American Stock Exchanges or Nasdaq National Market shall have been a general suspension ofsuspended, or a general limitation on limited, minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, Exchange or the American Nasdaq National Market by the New York Stock Exchange or in the over-the-counter marketNasdaq National Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or if (D)(i) there shall have been occurred any outbreak or escalation of hostilities or there is an outbreak or escalation of major national or international hostilities between or there is a declaration by the United States and of a national emergency or war or (ii) if there has been any foreign power, crisis or calamity or any other insurrectionchange or development in United States' or international political, armed conflict financial or national calamityeconomic conditions, which if the effect of any such event in (D)(i) or (D)(ii), in the sole judgment of a majority-in-interest of the underwriters, ING Barings LLC makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of securities; or (E) in the sole judgment of ING Barings LLC there shall have occurred any Material Adverse Effect on the Company and its subsidiaries taken as a whole or (F) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of ING Barings LLC may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of ING Barings LLC and the underwriters to the extent required pursuant to Sections 6, 7 and 8 hereof, (b) any Underwriter to the Company or (c) of any party hereto to any other party except that the provisions of Sections 6, 7 and 8 shall at all times be effective and shall survive such termination. (c) If you elect to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason Any notice of an election by the Company termination pursuant to this Section 8 12 shall be by telephone or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein facsimile and confirmed in writing by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youletter. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later of when (i) you and the Company shall have 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective 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, 6 and 7 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you ING Barings LLC shall have the right to terminate this Agreement at any time on or prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Option Shares at any Optional time on or prior to the Additional Closing Date, as the case may bebe (but in any event prior to delivery of and payment for the Shares), by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there trading on the New York or American Stock Exchanges or Xxxxxx Xxxxxxxx Xxxxxx shall have been a general suspension ofsuspended, or a general limitation on limited, minimum or maximum prices forfor trading shall have been fixed, trading in or maximum ranges for prices for securities shall have been required, on the New York Stock Exchange, Exchange or the American Nasdaq National Market by the New York Stock Exchange or in the over-the-counter marketNasdaq National Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Option Shares, as the case may be, shall have become effective; or if (D)(i) there shall have been occurred any outbreak or escalation of hostilities or there is an outbreak or escalation of major national or international hostilities between or there is a declaration by the United States and of a national emergency or war or (ii) if there has been any foreign power, crisis or calamity or any other insurrectionchange or development in United States' or international political, armed conflict financial or national calamityeconomic conditions, which if the effect of any such event in (D)(i) or (D)(ii), in the sole judgment of a majority-in-interest of the underwriters, ING Barings LLC makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Option Shares, as the case may be, on the terms contemplated by the Prospectus (exclusive of any supplement thereto) or to enforce contracts for the sale of securities; or (E) in the sole judgment of ING Barings LLC there shall have occurred any Material Adverse Effect on the Company and its Subsidiaries taken as a whole or (F) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of ING Barings LLC may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of ING Barings LLC and the underwriters to the extent required pursuant to Sections 5, 6 and 7 hereof, (b) any Underwriter to the Company, (c) of any party hereto to any other party except that the provisions of Sections 5, 6 and 7 shall at all times be effective and shall survive such termination. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, 11 shall be by telephone or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, facsimile and confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including but not limited to the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges, on the Nasdaq by Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if this Agreement shall terminate the sale of the Underwritten Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such out-all out- of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.upon the later to occur of (i) receipt by the Representatives and the Company of notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company, the Selling Shareholders or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying the Representatives or by the Representatives notifying the Company and the Selling Shareholders. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) 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 the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the over-the-counter marketNasdaq Stock Market's National Market shall have been suspended, or 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 or American Stock Exchanges or the Nasdaq Stock Market's National Market by the New York or American Stock Exchanges or the Nasdaq Stock Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the judgment of a majority-in-interest of the underwriters, Representatives makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to Section 8 9(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company will, subject to demand by the Company to youRepresentatives, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youherewith. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M., New York City time, on the first full business busi ness day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating to the Shares or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time this Agreement becomes effective. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you shall have the right to terminate this Agreement at any time prior to the Closing Date or any Optional Closing Date, as the case may be, by giving notice to the Company, if the Company shall have sustained a material loss or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Company; or if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the American Stock Exchange or in the over-the-counter market; or if a banking moratorium has been declared by a state or federal authority; or if there shall have been an outbreak of major hostilities between the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Firm Shares or the Additional Shares, as the case may be. (c) If you elect to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason of an election by the Company pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your their counsel) as shall have been incurred by you them in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) the Underwriters and PSC shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares PSC or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by PSC by notifying the Underwriters or by the Underwriters notifying PSC. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to the Company, if the Company shall have sustained a material loss (i) any domestic or material adverse interference with its business international event or properties from fire, flood, accident, hurricane, earthquake, theft, sabotageact or occurrence has materially disrupted, or other calamity in the Underwriters opinion will in the immediate future materially disrupt, the market for PSC's securities or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in the NASDAQ-NMS or in the over-the-counter marketmarket shall have been suspended, or 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 or American Stock Exchanges by the New York or American Stock Exchanges, or on the NASDAQ-NMS by the NASDAQ-NMS or by order of the Commission or any other governmental authority having jurisdiction; (iii) trading in the Shares shall have been suspended by the Commission, by any exchange that lists the Shares or by the NASDAQ-NMS; (iv) if a banking moratorium has been declared by a state or federal authority; authority or if any new restriction materially ad- (A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions and if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) in the Underwriters' judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, 11 shall be by telephone or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegramtelecopy, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason be terminated pursuant to any of an election the provisions hereof (otherwise than pursuant to (i) notification by the Company pursuant to this Underwriters as provided in Section 8 11(a) hereof or (ii) Section 9 or 11(b) hereof), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the any Company Entity to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of Company Entities will, jointly and severally, subject to demand by the Company to youUnderwriters, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel) as shall have been ), incurred by you the Underwriters in connection herewith, up to an aggregate of $125,000, and, for a period of one year subsequent to such termination, if any Company Entity, or any affiliate or successor to the Company Entities is involved in any private placement, merger, acquisition or sale of any securities (other than pursuant to a public offering), acquisition or sale of assets not in the ordinary course of business, joint venture or other similar transaction (any of the foregoing, a "Transaction"), or enters into an agreement with this Agreement or respect thereto, the proposed offerCompany Entities shall pay to Barington Capital Group, saleL.P. a fee equal to the sum of (i) 5% of the first five million dollars of consideration paid in any Transaction, (ii) 4% of the next two million dollars of consideration paid in any Transaction, (iii) 3% of the next two million dollars of consideration paid in any Transaction, (iv) 2% of the next two million dollars of consideration paid in any Transaction, and delivery (v) 1% of any consideration paid in any Transaction in excess of eleven million dollars, such fee to be paid at the closing of the SharesTransaction to which it relates. The amount of consideration paid in a Transaction shall include, and upon demand the for purposes of calculating such fee, all forms of consideration paid to any Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding Entity, affiliate or successor, or received by any election hereunder Company Entity, its or their stockholders, or affiliate, including, but not limited to, cash, stock or evidences of indebtedness, or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereofcombination thereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company, in each case in writing. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your reasonable opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges or in Nasdaq shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or on Nasdaq by Nasdaq or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority; authority or if there shall have been an outbreak of major hostilities between any new restriction materially adversely affecting the United States and any foreign power, or any other insurrection, armed conflict or national calamity, which in the judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or delivery distribution of the Firm Shares or the Additional Shares, as the case may be. , shall have become effective; if applicable; or (cD) If you elect to prevent this Agreement from becoming effective as provided (i) if the United States becomes engaged in this Section 8, hostilities or to terminate this Agreement pursuant to Section 7 there is an escalation of hostilities involving the United States or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, there is a declaration of a national emergency or telegram, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason of an election war by the Company pursuant to this Section 8 United States or (ii) if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as there shall have been incurred by you such change in connection with this Agreement political, financial or economic conditions if the proposed offer, sale, and delivery effect of the Shares, and upon demand the Company agrees any such event in (i) or (ii) as in your judgment makes it impracticable or inadvisable to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.proceed with

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, New York City time, on upon the first full business day following later of when (i) the day on which parties have received notification of the effectiveness of the Registration Statement becomes effective or (ii) the execution of this Agreement. To the extent that any Securities remain unsold hereunder at the time expiration of the initial public offering by you of the SharesOffering Period, whichever is earlier. The time of the initial public offering this Agreement shall mean the time, after the Registration Statement becomes effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Agent except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective it may be terminated by the Company by notifying the Agent or by the Agent by notifying the Company. Notwithstanding the foregoing, the provisions of Sections 1, 5 and 7 through 15 shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you The Agent shall have the right to terminate this Agreement at any time prior to the Closing Date if (A) any domestic or any Optional Closing Dateinternational event or act or occurrence has materially disrupted, as or in the case may beAgent's opinion will in the immediate future materially disrupt, by giving notice to the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Securities shall have become effective; or (D) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the judgment of a majority-in-interest of the underwriters, Agent makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or Securities on the Additional Shares, as terms contemplated by the case may beProspectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if this Agreement shall not become effective by reason of an election by the Company pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (i) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (ii) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York or American Stock ExchangeExchange shall have been suspended, or 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 or American Stock Exchange by the New York or American Stock Exchange or in by order of the over-the-counter marketCommission or any other governmental authority having jurisdiction; or (iii) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (iv) (A) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (B) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (A) or any other insurrection, armed conflict or national calamity, which (B) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, 11 shall be by telephone or to terminate this Agreement pursuant to Section 7 or this Section 8, you shall notify the Company promptly by telephone, telecopier, telex, or telegramfacsimile transmission, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed provisions hereof (otherwise than pursuant to Section 4(g9(b) hereof), will be to reimburse you for such out-of-pocket expenses (including or if the reasonable fees and disbursements of your counsel) as shall have been incurred by you in connection with this Agreement or the proposed offer, sale, and delivery sale of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock Exchange, the or American Stock Exchange Exchanges shall have been suspended, or in minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the over-the-counter marketNew York or American Stock Exchanges by the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authorityauthority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak such change in political, financial or economic conditions if the effect of major hostilities between the United States and any foreign power, such event in (i) or any other insurrection, armed conflict or national calamity, which (ii) as in the your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 11 shall notify the Company promptly be by telephone, telecopier, telex, or telegramtelegraph, confirmed by letter. If, as so provided in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed writing by letter. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this Section 8 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to you, in addition to the obligations the Company assumed provisions hereof (otherwise than pursuant to Section 4(g), will be to reimburse you for such out-of-pocket expenses (including the reasonable fees and disbursements of your counseli) as shall have been incurred notification by you as provided in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to you. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(bSection 11(a), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at 9:30 A.M.effective, upon the later of when (i) you and the Company shall have 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 City time, on the first fifth full business day following the day on which the Registration Statement becomes effective or at the time of the initial public offering by you of the Shares, whichever is earlier. The time of the initial public offering shall mean the time, after the Registration Statement becomes shall have become effective, of the release by you for publication of the first newspaper advertisement which is subsequently published relating this Agreement shall thereupon terminate without liability to the Shares Company or the time, after the Registration Statement becomes effective, when the Shares are first released by you for offering by you or dealers by letter or telegram, whichever shall first occur. You, or the Company may prevent this Agreement from becoming effective without liability of any party to any other party, Underwriters except as noted below in this Section 8, by giving the notice indicated in Section 8(c) before the time herein expressly provided. Until this Agreement becomes effectiveeffective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 2, 6, 8 and 9 hereof shall at all times be in full force and effect. (b) In addition to the right to terminate this Agreement pursuant to Section 7 hereof by reason of the Company's failure, refusal or inability to perform all obligations and satisfy all conditions on their part to be performed or satisfied hereunder prior to the Closing Date or Optional Closing Date, as the case may be, you You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any Optional time prior to the Additional Closing Date, as the case may be, by giving notice to if (A) any domestic or international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt, the market for the Company, if the Company shall have sustained a material loss 's securities or material adverse interference with its business or properties from fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, including the death or disability of Xxxxxx X. Xxxxxxx, whether or not covered by insurance, or from any labor dispute or any court or governmental action, order or decree, of such a character as to have a material adverse effect with the conduct of the business and operations of the Companysecurities in general; or (B) if there shall have been a general suspension of, or a general limitation on prices for, trading in securities on the New York Stock ExchangeExchange or on the NASDAQ National Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the American New York Stock Exchange or in on the over-the-counter marketNASDAQ National Market by the New York Stock Exchange or by the NASDAQ National Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authorityauthority or if any material disruption in commercial banking or securities settlement or clearance services shall have occurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or 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)(2) under the Securities Act or if 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; or (E) (i) if there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been an outbreak of major hostilities between the United States and any foreign power, other calamity or crisis or any other insurrectionchange in political, armed conflict financial or national calamity, which economic conditions if the effect of any such event in the (i) or (ii) as in your judgment of a majority-in-interest of the underwriters, makes it impracticable or inadvisable to proceed with the offering, sale or and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) If you elect Any notice of termination pursuant to prevent this Agreement from becoming effective as provided in this Section 8, or to terminate this Agreement pursuant to Section 7 or this Section 8, you 12 shall notify the Company promptly by telephone, telecopier, telex, or telegram, confirmed by letter. If, as so provided be in this Section 8, the Company elects to prevent this Agreement from becoming effective, the Company shall notify you promptly by telephone, telecopier, telex, or telegram, confirmed by letterwriting. (d) Anything in this Agreement to the contrary notwithstanding other than Section 8(e), if If this Agreement shall not become effective by reason of an election by the Company be terminated pursuant to this any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 8 12(a) hereof or (ii) Section 10(b)), or if this Agreement shall terminate 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 shall otherwise not be carried out within the time specified herein by reason because of any refusal, inability or failure on the part of the Company to perform any covenant agreement herein or agreement or satisfy comply with any condition of this Agreement by it to be performed or satisfiedprovision hereof, the sole liability of the Company will, subject to demand by you, in addition to reimburse the obligations the Company assumed pursuant to Section 4(g), will be to reimburse you Underwriters for such all out-of-pocket expenses (including the reasonable fees and disbursements expenses of your their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 12(b) as hereof, then no party shall have been any liability hereunder except for the Company's obligation, pursuant to Section 6 hereof, to pay all out-of-pocket expenses of the Underwriters incurred by you in connection with this Agreement or the proposed offer, sale, and delivery of the Shares, and upon demand the Company agrees to pay promptly the full amount thereof to youAgreement. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 4(g), 6, 10(b) and 10(c) shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.