Common use of Effective Date of This Agreement and Termination Hereof Clause in Contracts

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on the first business day following the Effective Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (g) trading in any securities of the Company shall have been suspended or halted by FINRA or the SEC. (c) If the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative shall notify the Company promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 109, 11 10 and 12 13 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and the Selling Shareholders BCB may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 109, 11 10 and 1213) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and BCB or the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representatives' opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Representatives' opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of BCB or the Company and the Subsidiaries taken as a wholeSubsidiaries; (ev) declaration of a banking moratorium by the either United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable Representatives' opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company BCB shall have been suspended or halted by FINRA NASD or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Representatives shall notify the Company BCB hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on the first business day following the Effective Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Shareholder may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange NYSE Amex Equities exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (g) trading in any securities of the Company shall have been suspended or halted by FINRA or the SEC. (c) If the Company, the Selling Shareholder or the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m.[TIME, Cleveland, Ohio LOCATION] time, on the first business day following the Effective Applicable Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 87, 109, 11 10 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The RepresentativeRepresentatives, the Company and the Selling Shareholders Operating Partnership may prevent the provisions of this Agreement (other than those contained in Section 87, 109, 11 10 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to Representatives may terminate this Agreement Agreement, by notice to the Company and the Operating Partnership, at any time at or prior to the Closing Date or any Option Closing Date as provided Time (i) if there has been, in Sections 9 and 13 or if any the judgment of the following have occurred: (a) Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or any development involving a prospective material adverse change otherwise, or in the earnings, business affairs or affecting the Business Conditions business prospects of the Company and the Subsidiariesits subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would, or (ii) if there has occurred any material adverse change in the Representative’s reasonable opinionfinancial markets in the United States or the international financial markets, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or escalation thereof or other national or international calamity or crisis or any change or development involving a prospective change in economicnational or international political, political financial or financial market conditions if economic conditions, in each case the effect on the financial markets of the United States of which is such outbreak, calamity, crisis or change wouldas to make it, in the Representative’s reasonable opinionjudgment of the Representative(s), make impracticable or inadvisable to proceed with the completion of the offering or delivery to enforce contracts for the sale of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock ExchangeSecurities, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (giii) if trading in any securities of the Company shall have has been suspended or halted materially limited by the Commission or the New York Stock Exchange, or (iv) if trading generally on the NYSE Amex or the New York Stock Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the SECUnited States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities. (c) If the Representative elects Company, the Operating Partnership or the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 87, 109, 10 and 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1211, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and the Selling Shareholders CWCO may prevent the provisions of this Agreement (other than those contained in Section 8Sections 7, 109, 11 10 and 1211) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c11(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 8 and 13 12 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the SubsidiariesCWCO Group, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives’ opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives’ reasonable opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ The Nasdaq Global Select Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives’ reasonable opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s Representatives’ reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a wholeCWCO Group; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives’ reasonable opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company CWCO shall have been suspended or halted by FINRA The Nasdaq Global Select Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1211, the Representative Representatives shall notify the Company CWCO hereof promptly by telephone or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio timeon the date hereof, on the first business day following the Effective Applicable Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8(v), 10(vii), 11 (viii) and 12 (x) hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12(x), shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Operating Partnership may prevent the provisions of this Agreement (other than those contained in Section 8Sections (v), 10(vii), 11 (viii) and 12(x)) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c(x)(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to may terminate this Agreement Agreement, by notice to the Company and the Operating Partnership, at any time at or prior to the Closing Date or any Option Closing Date as provided Time (i) if there has been, in Sections 9 and 13 or if any the judgment of the following have occurred: (a) Representative, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or any development involving a prospective material adverse change otherwise, or in the earnings, business affairs or affecting the Business Conditions business prospects of the Company and the Subsidiariesits subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would, or (ii) if there has occurred any material adverse change in the Representative’s reasonable opinionfinancial markets in the United States or the international financial markets, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or escalation thereof or other national or international calamity or crisis or any change or development involving a prospective change in economicnational or international political, political financial or financial market conditions if economic conditions, in each case the effect on the financial markets of the United States of which is such outbreak, calamity, crisis or change wouldas to make it, in the Representative’s reasonable opinion, make the offering or delivery judgment of the Shares impracticable; (c) any suspension Representative, impracticable or limitation of trading generally in securities on inadvisable to proceed with the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions completion of the Company and Offering or to enforce contracts for the Subsidiaries taken as a whole; (e) declaration sale of a banking moratorium by the United StatesSecurities, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (giii) if trading in any securities of the Company shall have has been suspended or halted materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE American LLC or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the SECUnited States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities. (c) If the Company, the Operating Partnership or the Representative elects elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12(x), the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m._______ A.M., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 109, 11 10 and 12 13 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Representatives may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 109, 11 10 and 1213 hereof) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: : (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions condition, financial or otherwise, of the Company and or its Subsidiaries, or the earnings, business affairs, management or business prospects of the Company or its Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s Representatives' reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; ; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change is material and adverse and would, in the Representative’s Representatives' reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; ; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq Stock Market or the over the over-the-counter market or any setting limitation on prices (other than limitations on hours or numbers of minimum prices days of trading) for trading securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects trading on such exchange or over the over-the-counter market; ; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (eiv) declaration of a banking moratorium by the United States, New York, Ohio either federal or Pennsylvania Nevada state authorities; ; (fv) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States; or or (gvi) trading in any securities of the Company shall have been suspended or halted by FINRA the Nasdaq Stock Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Representatives shall notify the Company and the Selling Shareholders thereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on the first business day following the Effective Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange NYSE MKT exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, York or Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (g) trading in any securities of the Company shall have been suspended or halted by FINRA or the SEC. (c) If the Company, either of the Selling Shareholders or the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 10, 11 9 and 12 10 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and the Selling Shareholders Middlesex may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 9 and 10, 11 and 12) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and Middlesex or any of the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives’ opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable Representatives’ opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representatives’ opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Representatives’ opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a wholeMiddlesex; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable Representatives’ opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company Middlesex shall have been suspended or halted by FINRA NASD or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Representatives shall notify the Company Middlesex hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio timeon the date hereof, on the first business day following the Effective Applicable Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 85, 107, 11 8 and 12 10 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The RepresentativeRepresentatives, the Company and the Selling Shareholders Operating Partnership may prevent the provisions of this Agreement (other than those contained in Section 8Sections 5, 7, 8 and 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c(x)(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to Representatives may terminate this Agreement Agreement, by notice to the Company and the Operating Partnership, at any time at or prior to the Closing Date or any Option Closing Date as provided Time (i) if there has been, in Sections 9 and 13 or if any the judgment of the following have occurred: (a) Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or any development involving a prospective material adverse change otherwise, or in the earnings, business affairs or affecting the Business Conditions business prospects of the Company and the Subsidiariesits subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would, or (ii) if there has occurred any material adverse change in the Representative’s reasonable opinionfinancial markets in the United States or the international financial markets, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or escalation thereof or other national or international calamity or crisis or any change or development involving a prospective change in economicnational or international political, political financial or financial market conditions if economic conditions, in each case the effect on the financial markets of the United States of which is such outbreak, calamity, crisis or change wouldas to make it, in the Representative’s reasonable opinion, make the offering or delivery judgment of the Shares impracticable; (c) any suspension Representatives(s), impracticable or limitation of trading generally in securities on inadvisable to proceed with the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions completion of the Company and Offering or to enforce contracts for the Subsidiaries taken as a whole; (e) declaration sale of a banking moratorium by the United StatesSecurities, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (giii) if trading in any securities of the Company shall have has been suspended or halted materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the SECUnited States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities. (c) If the Representative elects Company, the Operating Partnership or the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12(x)0, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at the earlier of (i) 10:00 a.m., ClevelandRichmond, Ohio Virginia time, on the first business day following the Effective Time Date or (ii) at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 10, 11 10 and 12 13 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the several Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Representative may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 10, 11 10 and 1213) hereof from becoming effective without liability of any party to any other party, except as noted belowprovided in Sections 6 and 8 hereof, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement Statements and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions condition, financial or otherwise, of the Company and Company, or the Subsidiariesearnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that would, in the Representative’s 's reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s 's reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange Exchange, or the NASDAQ Global Market or the over the over-the-counter market (including, without limitation, the Nasdaq Stock Market's SmallCap Market) or any setting limitation on prices (other than limitations on hours or numbers of minimum prices days of trading) for trading securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representative's sole opinion materially and adversely affects trading of the Shares on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which that in the Underwriter’s Representative's reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a wholeCompany; 23 24 (e) declaration of a banking moratorium by the United States, New York, Ohio or Pennsylvania authorities; (fv) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s 's reasonable opinion has a material adverse effect on the securities markets in the United States; or (gvi) trading in any securities of the Company shall have been suspended or halted by FINRA the Nasdaq Stock Market's National Market System, the Nasdaq SmallCap Market, or the SEC. (c) If the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative shall notify the Company thereof promptly by telephone telephone, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio timeon the date hereof, on the first business day following the Effective Applicable Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 10, 9 and 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1211, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The RepresentativeRepresentatives, the Company and the Selling Shareholders Operating Partnership may prevent the provisions of this Agreement (other than those contained in Section 6, 8, 10, 11 9 and 1211) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c11(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to Representatives may terminate this Agreement Agreement, by notice to the Company and the Operating Partnership, at any time at or prior to the Closing Date or any Option Closing Date as provided Time (i) if there has been, in Sections 9 and 13 or if any the judgment of the following have occurred: (a) Representatives, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or any development involving a prospective material adverse change otherwise, or in the earnings, business affairs or affecting the Business Conditions business prospects of the Company and the Subsidiariesits subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would, or (ii) if there has occurred any material adverse change in the Representative’s reasonable opinionfinancial markets in the United States or the international financial markets, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or escalation thereof or other national or international calamity or crisis or any change or development involving a prospective change in economicnational or international political, political financial or financial market conditions if economic conditions, in each case the effect on the financial markets of the United States of which is such outbreak, calamity, crisis or change wouldas to make it, in the Representative’s reasonable opinion, make the offering or delivery judgment of the Shares impracticable; (c) any suspension Representative(s), impracticable or limitation of trading generally in securities on inadvisable to proceed with the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions completion of the Company and Offering or to enforce contracts for the Subsidiaries taken as a whole; (e) declaration sale of a banking moratorium by the United StatesSecurities, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (giii) if trading in any securities of the Company shall have has been suspended or halted materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the SECUnited States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities. (c) If the Representative elects Company, the Operating Partnership or the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1211, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Offered Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Offered Shares are first released by the Underwriters for offering by dealers. The RepresentativeRepresentatives, the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section Sections 8, 10, 11 and 12) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 hereof or if any of the following have occurred: : (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and or the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Offered Shares impracticable; ; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Offered Shares impracticable; ; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representatives' opinion materially and adversely affects trading on such exchange or over the over-the-counter market; ; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Representatives' opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and or the Subsidiaries taken as a whole; Subsidiaries; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; ; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable Representatives' opinion has a material adverse effect on the securities markets in the United States; or or (gvii) trading in any securities of the Company shall have been suspended or halted by FINRA Nasdaq National Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative Representatives shall notify the Company and the Selling Shareholders hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 109, 10 and 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1211, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and the Selling Shareholders Artesian Resources may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 109, 11 10 and 1211) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c11(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 12 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and Artesian Resources or any of the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives' reasonable opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Nasdaq National Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s Representatives' reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a wholeArtesian Resources; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company Artesian Resources shall have been suspended or halted by FINRA the Nasdaq National Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1211, the Representative Representatives shall notify the Company Artesian Resources hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on when the first business day following the Effective Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 parties hereto have executed and 12 hereof shall be effective upon execution hereofdelivered this Agreement. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and Pennichuck or any of the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Nasdaq National Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the UnderwriterRepresentative’s reasonable opinion materially and adversely affects trading on such exchange or the over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the UnderwriterRepresentative’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a wholePennichuck; (e) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (g) trading in any securities of the Company Pennichuck shall have been suspended or halted by FINRA NASD or the SEC. (c) If the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative shall notify the Company promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 109, 11 10 and 12 13 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Underwriters and the Selling Shareholders BCB may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 109, 11 10 and 1213) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and BCB or the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Underwriters' opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable Underwriters' opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Underwriters' opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Underwriters' opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of BCB or the Company and the Subsidiaries taken as a wholeSubsidiaries; (ev) declaration of a banking moratorium by the either United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable Underwriters' opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company BCB shall have been suspended or halted by FINRA the NASD or the SEC. (c) If the Representative elects Underwriters elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Underwriters shall notify the Company BCB hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and Spectrum Control and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section Sections 8, 10, 11 and 12) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 hereof or if any of the following have occurred: : (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Spectrum Control or its Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; ; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; ; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representatives' opinion materially and adversely affects trading on such exchange or over the over- the-counter market; ; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Representatives' opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a whole; Spectrum Control or its Subsidiaries; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; ; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable Representatives' opinion has a material adverse effect on the securities markets in the United States; or or (gvii) trading in any securities of the Company Spectrum Control shall have been suspended or halted by FINRA Nasdaq National Market or the SEC. (c) If the Representative Representatives elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative Representatives shall notify Spectrum Control and the Company Selling Shareholders hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and the Selling Shareholders CWCO may prevent the provisions of this Agreement (other than those contained in Section Sections 8, 10, 11 and 12) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of CWCO, Belize Water or any of the Company and the SubsidiariesAcquired Companies, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives' reasonable opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Nasdaq National Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s Representatives' reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of CWCO, Belize Water or any of the Company and the Subsidiaries taken as a wholeAcquired Companies; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company CWCO shall have been suspended or halted by FINRA the Nasdaq National Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative Representatives shall notify CWCO and the Company Selling Shareholder hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 109, 11 10 and 12 13 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Representatives may prevent the provisions of this Agreement (other than those contained in Section sections 6, 8, 109, 11 10 and 1213) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and or the SubsidiariesPartnership, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representatives' opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Representatives' opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and or the Subsidiaries taken as a wholePartnership; (ev) declaration of a banking moratorium by the either United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable Representatives' opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company shall have been suspended or halted by FINRA Nasdaq or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Representatives shall notify the Company hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on upon the first business day following the Effective Time or at the time of the public offering execution and delivery hereof by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effectiveparties hereto. (b) The Representative Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 Section 7 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the RepresentativeUnderwriter’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the RepresentativeUnderwriter’s reasonable opinion, make the offering or delivery of the Shares impracticableon the terms and in the manner contemplated in the Disclosure Package or the Statutory Prospectus impracticable or inadvisable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market NasdaqGM or the over the counter market or any setting of minimum or maximum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, Ohio or Pennsylvania Delaware authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the RepresentativeUnderwriter’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (g) trading in any securities of the Company shall have been suspended or halted by FINRA FINRA, the SEC or the SECNasdaqGM. (c) If the Representative Company or the Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio timeon the date hereof, on the first business day following the Effective Applicable Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 85, 107, 11 8 and 12 10 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Operating Partnership may prevent the provisions of this Agreement (other than those contained in Section 8Sections 5, 7, 8 and 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c(x)(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to may terminate this Agreement Agreement, by notice to the Company and the Operating Partnership, at any time at or prior to the Closing Date or any Option Closing Date as provided Time (i) if there has been, in Sections 9 and 13 or if any the judgment of the following have occurred: (a) Representative, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or any development involving a prospective material adverse change otherwise, or in the earnings, business affairs or affecting the Business Conditions business prospects of the Company and the Subsidiariesits subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would, or (ii) if there has occurred any material adverse change in the Representative’s reasonable opinionfinancial markets in the United States or the international financial markets, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or escalation thereof or other national or international calamity or crisis or any change or development involving a prospective change in economicnational or international political, political financial or financial market conditions if economic conditions, in each case the effect on the financial markets of the United States of which is such outbreak, calamity, crisis or change wouldas to make it, in the Representative’s reasonable opinion, make the offering or delivery judgment of the Shares impracticable; (c) any suspension Representative, impracticable or limitation of trading generally in securities on inadvisable to proceed with the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions completion of the Company and Offering or to enforce contracts for the Subsidiaries taken as a whole; (e) declaration sale of a banking moratorium by the United StatesSecurities, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (giii) if trading in any securities of the Company shall have has been suspended or halted materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the SECUnited States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities. (c) If the Company, the Operating Partnership or the Representative elects elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12(x)0, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 10, 11 9 and 12 10 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representative and the Selling Shareholders Artesian Resources may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 9 and 10, 11 and 12) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the SubsidiariesArtesian Resources, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable 's opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable 's opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representative's opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Representative's opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a wholeArtesian Resources ; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable 's opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company Artesian Resources shall have been suspended or halted by FINRA NASD or the SEC. (c) If the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative shall notify the Company Artesian Resources hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at the earlier of (i) 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or (ii) at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 10, 11 10 and 12 13 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Representatives may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 10, 11 10 and 1213) hereof from becoming effective without liability of any party to any other party, except as noted belowprovided in Sections 6 and 8 hereof, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: : (ai) since the respective dates as of which information is given in the Registration Statement Statements and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions condition, financial or otherwise, of the Company and Company, or the Subsidiariesearnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that would, in the Representative’s Representatives' reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; ; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives' reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; ; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange Exchange, or the NASDAQ Global Market or the over the over-the-counter market (including, without limitation, the Nasdaq Stock Market) or any setting limitation on prices (other than limitations on hours or numbers of minimum prices days of trading) for trading securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects trading of the Shares on such exchange or over the over-the-counter market; ; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a whole; Company; (e) declaration of a banking moratorium by the United States, New York, Ohio or Pennsylvania authorities; (fv) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States; or or (gvi) trading in any securities of the Company shall have been suspended or halted by FINRA the Nasdaq Stock Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Representatives shall notify the Company and the Selling Shareholders thereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The RepresentativeRepresentatives, the Company CWCO and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section Sections 8, 10, 11 and 12) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the SubsidiariesCWCO, whether or not arising in the ordinary course of business, that would, in the Representative’s Representatives' reasonable opinionopinions, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or material change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives' reasonable opinionopinions, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or Exchange, the NASDAQ Global Nasdaq National Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives' reasonable opinion opinions materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s Representatives' reasonable opinion opinions materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a wholeCWCO; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives' reasonable opinion opinions has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company CWCO shall have been suspended or halted by FINRA NASD or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative Representatives shall notify CWCO and the Company Selling Shareholders hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed promptly by letter or otherwise in writingletter. Such notice shall specify the sections of this Agreement relied upon by the Representatives to terminate this Agreement.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at the earlier of (i) 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or (ii) at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 109, 11 10 and 12 13 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Representatives may prevent the provisions of this Agreement (other than those contained in Section Sections 6, 8, 109, 11 10 and 1213) hereof from becoming effective without liability of any party to any other party, except as noted belowprovided in Sections 6 and 8 hereof, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 hereof or if any of the following have occurred: : (ai) since the respective dates as of which information is given in the Registration Statement Statements and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions condition, financial or otherwise, of the Company and Company, or the Subsidiariesearnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business, that would, in the Representative’s Representatives' reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; ; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives' reasonable opinionjudgment, make the offering or delivery of the Shares impracticable; ; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange Exchange, or the NASDAQ Global Market or the over the over-the-counter market (including, without limitation, the Nasdaq Stock Market) or any setting limitation on prices (other than limitations on hours or numbers of minimum prices days of trading) for trading securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects trading on such exchange or over the over-the-counter market; ; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a whole; Company; (ev) declaration of a banking moratorium by the United Stateseither federal or Pennsylvania, Massachusetts or Virginia commonwealth or New York, Ohio Jersey or Pennsylvania Florida state authorities; ; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States; or or (gvii) trading in any securities of the Company shall have been suspended or halted by FINRA the Nasdaq Stock Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Representatives shall notify the Company and the Selling Shareholders thereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 87, 109, 10 and 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1211, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and the Selling Shareholders Middlesex may prevent the provisions of this Agreement (other than those contained in Section 8Sections 7, 109, 11 10 and 1211) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c11(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 8 and 13 12 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and Middlesex or any of the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives’ opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable Representatives’ opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Exchange, The Nasdaq Global Select Market or the over the over-the-counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable Representatives’ opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable Representatives’ opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of the Company and the Subsidiaries taken as a wholeMiddlesex; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable Representatives’ opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company Middlesex shall have been suspended or halted by FINRA NASD or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1211, the Representative Representatives shall notify the Company Middlesex hereof promptly by telephone telephone, telex, telegraph, telegram or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on the first business day following the Effective Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s Representatives’ reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives’ reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Stock Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives’ reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (ge) trading in any securities of the Company shall have been suspended or halted by FINRA or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Representatives shall notify the Company promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) a. This Agreement shall become effective at 10:00 9:30 a.m., Cleveland, Ohio New York time, on the first full business day following the Effective Time day on which the Registration Statement becomes effective or at the time of the initial public offering by the Underwriters Underwriter of the SharesSecurities, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the initial public offering, for the purpose of this Section 1210, shall mean the time when any time, after the Registration Statement becomes effective, of the Shares release by the Underwriter for publication of the first newspaper advertisement which is subsequently published relating to the Securities or the time, after the Registration Statement becomes effective, when the Securities are first released by the Underwriters Underwriter for offering by dealersthe Underwriter or dealers by letter or telegram, whichever shall first occur. The Representative, the Company and the Selling Shareholders Underwriter may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective.liability (b) b. The Representative Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 or Date, (i) if any of the following have occurred: (a) since the respective dates as of which information is given domestic or international event or act or occurrence has materially disrupted, or in its opinion will in the Registration Statement and the Prospectusimmediate future materially disrupt, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising general securities markets in the ordinary course of business, that would, in the Representative’s reasonable opinion, make the offering United States; or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange Exchange, or in the NASDAQ Global Market or the over the over-the-counter market by the NASD or by order of the Commission or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that having jurisdiction; or (iii) if the United States shall have become involved in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange a war or over the counter marketmajor hostilities; or (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of if a banking moratorium has been declared by the United States, a New York, Ohio York State or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the federal securities markets in the United Statesmarket; or (gv) if a moratorium on foreign exchange trading in any has been declared which adversely impacts the United States securities of market; or (vi) if the Company shall have sustained a loss material or substantial to the Company by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been suspended insured, will, in the Underwriter's opinion, make it inadvisable to proceed with the delivery of the Securities; or halted (vii) if there shall have occurred after the date hereof of such a material adverse change in general market conditions as in the Underwriter's judgment made in good faith, that would make it impracticable to proceed with the Offering, sale and/or delivery of the Securities or to enforce contracts made by FINRA or the SECUnderwriter for the sale of the Securities. (c) c. If the Representative Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Company shall notify be notified on the Company promptly same day as such election is made by the Underwriter by telephone or facsimiletelegram, confirmed by letter letter, and the Underwriter shall be entitled to retain the advances referred to in Paragraph 6(b) for actual accountable out-of-pocket expenses including, Underwriter's counsel Blue Sky Fees and expenses referred to in Paragraph 6 (a) herein. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 8 shall not be in writingany way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio timeEastern Daylight Time, on the first business day following the Effective Time or at the time of the public offering by the Underwriters Underwriter of the Shares, whichever is earlier, except that the provisions of Sections 6, 8, 10, 11 9 and 12 10 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters Underwriter for offering by dealers. The Representative, Underwriter and the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 6, 8, 9 and 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 Section 7 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the RepresentativeUnderwriter’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the RepresentativeUnderwriter’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, Ohio California or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the RepresentativeUnderwriter’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (g) trading in any securities of the Company shall have been suspended or halted by FINRA or the SEC. (c) If the Representative Underwriter elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative Underwriter shall notify the Company promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on the first business day following the Effective Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, Representative and the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange NYSE MKT exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (g) trading in any securities of the Company shall have been suspended or halted by FINRA or the SEC. (c) If the Company or the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio time, on the first business day following the Effective Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders may prevent the provisions of this Agreement (other than those contained in Section 8, 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 7 and 13 11 or if any of the following have occurred: (a) since the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of the Company and the Subsidiaries, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s reasonable opinion, make the offering or delivery of the Shares impracticable; (c) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market Stock Market, LLC or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the UnderwriterRepresentative’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions of the Company and the Subsidiaries taken as a whole; (e) declaration of a banking moratorium by the United States, California, New York, Ohio York or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (ge) trading in any securities of the Company shall have been suspended or halted by FINRA or the SEC. (c) If the Representative elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 1210, the Representative shall notify the Company promptly by telephone or facsimile, confirmed by letter or otherwise in writing.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., ClevelandPhiladelphia, Ohio Pennsylvania time, on the first business day following the Effective Time Date or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 8, 10, 11 and 12 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 12, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company Representatives and the Selling Shareholders CWCO may prevent the provisions of this Agreement (other than those contained in Section Sections 8, 10, 11 and 12) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or any Option Closing Date as provided in Sections 9 and 13 hereof or if any of the following have occurred: (ai) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the Business Conditions of CWCO, Belize Water or any of the Company and the SubsidiariesAcquired Companies, whether or not arising in the ordinary course of business, that would, in the Representative’s reasonable Representatives' opinion, make the offering or delivery of the Shares impracticable; (bii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if the effect on the financial markets of the United States of such outbreak, calamity, crisis or change would, in the Representative’s Representatives' reasonable opinion, make the offering or delivery of the Shares impracticable; (ciii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Nasdaq National Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s Representatives' reasonable opinion materially and adversely affects trading on such exchange or over the over-the-counter market; (div) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s Representatives' reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions business or operations of CWCO, Belize Water or any of the Company and the Subsidiaries taken as a wholeAcquired Companies; (ev) declaration of a banking moratorium by the United States, New York, Ohio York or Pennsylvania authorities; (fvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States; or (gvii) trading in any securities of the Company CWCO shall have been suspended or halted by FINRA the Nasdaq National Market or the SEC. (c) If the Representative elects Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12, the Representative Representatives shall notify CWCO and the Company Selling Shareholder hereof promptly by telephone or facsimile, confirmed by letter or otherwise in writingletter.

Effective Date of This Agreement and Termination Hereof. (a) This Agreement shall become effective at 10:00 a.m., Cleveland, Ohio timeon the date hereof, on the first business day following the Effective Applicable Time or at the time of the public offering by the Underwriters of the Shares, whichever is earlier, except that the provisions of Sections 85, 107, 11 8 and 12 10 hereof shall be effective upon execution hereof. The time of the public offering, for the purpose of this Section 1210, shall mean the time when any of the Shares are first released by the Underwriters for offering by dealers. The Representative, the Company and the Selling Shareholders Operating Partnership may prevent the provisions of this Agreement (other than those contained in Section 8Sections 5, 7, 8 and 10, 11 and 12) from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in Section 12(c10(c) hereof before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to may terminate this Agreement Agreement, by notice to the Company and the Operating Partnership, at any time at or prior to the Closing Date or any Option Closing Date as provided Time (i) if there has been, in Sections 9 and 13 or if any the judgment of the following have occurred: (a) Representative, since the time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement and Statement, the General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or any development involving a prospective material adverse change otherwise, or in the earnings, business affairs or affecting the Business Conditions business prospects of the Company and the Subsidiariesits subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, that would, or (ii) if there has occurred any material adverse change in the Representative’s reasonable opinionfinancial markets in the United States or the international financial markets, make the offering or delivery of the Shares impracticable; (b) any outbreak or escalation of hostilities or escalation thereof or other national or international calamity or crisis or any change or development involving a prospective change in economicnational or international political, political financial or financial market conditions if economic conditions, in each case the effect on the financial markets of the United States of which is such outbreak, calamity, crisis or change wouldas to make it, in the Representative’s reasonable opinion, make the offering or delivery judgment of the Shares impracticable; (c) any suspension Representative(s), impracticable or limitation of trading generally in securities on inadvisable to proceed with the New York Stock Exchange, the American Stock Exchange or the NASDAQ Global Market or the over the counter market or any setting of minimum prices for trading or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority that in the Underwriter’s reasonable opinion materially and adversely affects trading on such exchange or over the counter market; (d) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Underwriter’s reasonable opinion materially and adversely affects or will materially or adversely affect the Business Conditions completion of the Company and Offering or to enforce contracts for the Subsidiaries taken as a whole; (e) declaration sale of a banking moratorium by the United StatesSecurities, New York, Ohio or Pennsylvania authorities; (f) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs that in the Representative’s reasonable opinion has a material adverse effect on the securities markets in the United States; or (giii) if trading in any securities of the Company shall have has been suspended or halted materially limited by the Commission or the NYSE, or (iv) if trading generally on the NYSE MKT LLC or the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking or securities settlement or clearance services in the SECUnited States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if a banking moratorium has been declared by either Federal or New York authorities. (c) If the Company, the Operating Partnership or the Representative elects elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 12100, the Representative terminating party shall notify the Company all other parties to this Agreement promptly by telephone or facsimile, confirmed by letter or otherwise in writing.