Common use of TERMINATION OF PLACEMENT Clause in Contracts

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the Placement may be terminated immediately by the Placement Agent upon giving written notice to the Company, but only in the event that: (a) in the opinion of the Placement Agent, the Offering Documents contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, the Closing (as defined in Section 6 below) shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable determination, that the Company has taken such steps (including circulating amended offering materials and afforded prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty or covenant made by it in this Agreement, any Offering Document or any other document relating to the Placement; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“NASD”) or by order of the SEC or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (vii) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering Documents; or (viii) if there shall have been such material adverse general market conditions as in the Placement Agent’s reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the The Placement may be terminated terminated: (i) by the Placement Agent or the Company at any time upon thirty (30) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event thatthat if: (a) in the opinion of the Placement Agent, the Offering Documents contain Memorandum contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, the Closing (as defined in Section 6 below) shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable determination, that the Company has taken such steps (including circulating amended offering materials and afforded prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty or covenant made by it in this Agreement, any Offering Subscription Document or any other document relating to the Placement; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s 's opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“"NASD”") or by order of the SEC Securities and Exchange Commission ("SEC") or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (vii) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering DocumentsMemorandum; or (viii) if there shall have been such material adverse general market conditions as in the Placement Agent’s 's reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the The Placement may be terminated terminated: (i) by the Placement Agent or the Company at any time upon thirty (30) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event that: (a) in the opinion of the Placement Agent, the Offering Documents contain Securities Purchase Agreement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, in the event of the Company's receipt of any such notice, the Initial Closing (or, as defined in Section 6 below) the case may be, any Subsequent Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable sole and absolute determination, that the Company has taken such steps (including circulating amended offering materials and afforded affording prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty warranty, agreement or covenant made by it in this Agreement, any Offering Document or any other document relating to the PlacementPlacement and, in the case thereof, the Company has not cured any such breach after the expiration of seven (7) days written notice by the Placement Agent.; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s 's opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“"NASD”") or by order of the SEC Securities and Exchange Commission ("SEC") or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities (other than hostilities in which the United States is currently involved) or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (viivi) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering DocumentsSecurities Purchase Agreement ; or (viiivii) if there shall have been such material adverse general market conditions as in the Placement Agent’s 's reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the The Placement may be terminated terminated: (i) by the Placement Agent or the Company at any time upon thirty (30) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event that: (a) in the opinion of the Placement Agent, the Offering Documents contain Memorandum contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, in the The Sagemark Companies, Ltd. October 14, 2004 Page 8 of 35 event of the Company's receipt of any such notice, the Initial Closing (or, as defined in Section 6 below) the case may be, any Subsequent Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable sole and absolute determination, that the Company has taken such steps (including circulating amended offering materials and afforded affording prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty warranty, agreement or covenant made by it in this Agreement, any Offering Subscription Document or any other document relating to the PlacementPlacement and, in the case thereof, the Company has not cured any such breach after the expiration of ten (10) days written notice by the Placement Agent. Notwithstanding any provision of this Agreement to the contrary, the Company shall no be in breach of this Agreement unless it receives notice of such breach from the Placement Agent and fails to cure same within ten (10) days after the receipt of any such notice; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s 's opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“"NASD”") or by order of the SEC Securities and Exchange Commission ("SEC") or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (viivi) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering DocumentsMemorandum; or (viiivii) if there shall have been such material adverse general market conditions as in the Placement Agent’s 's reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the The Placement may be terminated terminated: (i) by the Placement Agent or the Company at any time upon thirty (30) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event that: (a) in the opinion of the Placement Agent, the Offering Documents contain Memorandum contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, in the event of the Company's receipt of any such notice, the Initial Closing (or, as defined in Section 6 below) the case may be, any Subsequent Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable sole and absolute determination, that the Company has taken such steps (including circulating amended offering materials and afforded affording prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty warranty, agreement or covenant made by it in this Agreement, any Offering Subscription Document or any other document relating to the PlacementPlacement and, in the case thereof, the Company has not cured any such breach after the expiration of seven (7) days written notice by the Placement Agent.; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s 's opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“"NASD”") or by order of the SEC Securities and Exchange Commission ("SEC") or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities (other than hostilities in which the United States is currently involved) or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (viivi) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering DocumentsMemorandum; or (viiivii) if there shall have been such material adverse general market conditions as in the Placement Agent’s 's reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, This Agreement may be terminated: (i) by the Placement may be terminated Agent or the Company at any time upon thirty (30) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event thatthat if: (a) in the reasonable opinion of the Placement Agent, the Offering Documents contain Memorandum contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, the Initial Closing (or, as defined in Section 6 below) the case may be, any Subsequent Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable determination, that the Company has taken such steps (including circulating amended offering materials and afforded prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty warranty, agreement or covenant made by it in this Agreement, any Offering Subscription Document or any other document relating to the PlacementPlacement and, in the case of a covenant, the Company has not cured any such breach after the expiration of seven (7) days written notice by the Placement Agent; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s reasonable opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“NASD”) or by order of the SEC Securities and Exchange Commission (“SEC”) or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (vii) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering Documents; or (viii) if there shall have been such material adverse general market conditions as in the Placement Agent’s reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the The Placement may be terminated terminated: (i) by the Placement Agent or the Company at any time upon five (5) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event that: (a) in the opinion of the Placement Agent, the Offering Documents contain Securities Purchase Agreement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, in the event of the Company's receipt of any such notice, the Initial Closing (or, as defined in Section 6 below) the case may be, any Subsequent Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable sole and absolute determination, that the Company has taken such steps (including circulating amended offering materials and afforded affording prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty warranty, agreement or covenant made by it in this Agreement, any Offering Document or any other document relating to the PlacementPlacement and, in the case thereof, the Company has not cured any such breach after the expiration of seven (7) days written notice by the Placement Agent.; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s 's opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“"NASD”") or by order of the SEC Securities and Exchange Commission ("SEC") or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities (other than hostilities in which the United States is currently involved) or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (viivi) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering DocumentsSecurities Purchase Agreement ; or (viiivii) if there shall have been such material adverse general market conditions as in the Placement Agent’s 's reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the (a) The Placement may be terminated immediately by the Placement Agent upon giving written notice to the Company, but only in the event thatat anytime if: (ai) in the reasonable opinion of the Placement Agent, the Offering Documents contain Plan contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, the Initial Closing (or, as defined in Section 6 below) the case may be, any Subsequent Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable determination, that the Company has taken such steps (including circulating amended offering materials and afforded prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (bii) the Company shall be in material breach of any representation, warranty warranty, agreement or covenant made by it in this Agreement, any Offering Subscription Document or any other document relating to the PlacementPlacement and, in the case of a covenant, the Company has not cured any such breach after the expiration of ten (10) business days written notice by the Placement Agent; or (c) (iiii) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s reasonable opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (iiB) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“NASD”) or by order of the SEC Securities and Exchange Commission (“SEC”) or any other government authority having jurisdiction; or (iiiC) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities or the like; or (ivD) if a banking moratorium has been declared by a New York State or federal authority; or (vE) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (viiE) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering DocumentsPlan; or (viiiF) if there shall have been such material adverse general market conditions as in the Placement Agent’s reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In Securities The Placement may be terminated by the Company upon ten (10) days written notice to the Placement Agent of a material breach of a representation or covenant contained in this Agreement by the Placement Agent which breach is not curable by the Placement Agent within such five (5) day period. (b) The Placement may be terminated by either party hereto twenty days after written notice of termination is sent to the other party; provided , however that no such notice may be given by the Company prior to November 30, 2007. (c) The obligation set forth in Sections 3, 4 and 10 shall survive the termination of the Placement and in the event of any such termination pursuant to this Section 5termination, the Placement Agent shall be entitled to receive, paid in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum full on all items of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees compensation and expenses incurred by payable to the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).pursuant hereto..

TERMINATION OF PLACEMENT. Notwithstanding the Offering Period set forth in Section 6 of this Agreement, the The Placement may be terminated terminated: (i) by the Placement Agent or the Company at any time upon five (5) days prior written notice or (ii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event that: (a) in the opinion of the Placement Agent, the Offering Documents contain Securities Purchase Agreement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were made, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten (10) days after the Company receives notice of such untrue statement or omission, provided that notwithstanding such ten (10) day period, in the event of the Company's receipt of any such notice, the Closing (or, as defined in Section 6 below) the case may be, any Subsequent Closing shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable sole and absolute determination, that the Company has taken such steps (including circulating amended offering materials and afforded affording prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty warranty, agreement or covenant made by it in this Agreement, any Offering Document or any other document relating to the PlacementPlacement and, in the case thereof, the Company has not cured any such breach after the expiration of seven (7) days written notice by the Placement Agent.; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s 's opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“"NASD”") or by order of the SEC Securities and Exchange Commission ("SEC") or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism hostilities (other than hostilities in which the United States is currently involved) or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if the Company shall have sustained a material loss, whether or not insured, by reason of fire, flood, accident or other calamity; or (viivi) if there shall have been such material adverse change in the conditions or prospects of the Company, involving a change not contemplated by the Offering DocumentsSecurities Purchase Agreement ; or (viiivii) if there shall have been such material adverse general market conditions as in the Placement Agent’s 's reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery of the Units. In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition to other rights and remedies it may have hereunder, at law or otherwise, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees and expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii).

TERMINATION OF PLACEMENT. Notwithstanding The Placement and this Agreement will terminate upon the earlier of (a) the date upon which the Company has accepted subscriptions for the Maximum Amount, subject to increase pursuant to the exercise of the Over-Allotment Option at the joint discretion of the Company and the Placement Agent and (b) July 31, 2017; unless extended by the mutual agreement of the Company and the Placement Agent for an additional thirty (30) day period (such period, the “Offering Period”). Prior to the end of the Offering Period set forth in Section 6 of this AgreementPeriod, the Placement may be terminated terminated: (i) by the Placement Agent or the Company at any time upon thirty (30) days’ prior written notice; (ii) by the Company upon giving written notice to the Placement Agent in the event that the Placement Agent shall be in material breach of any representation, warranty or covenant made by it in this Agreement, provided that the Placement Agent shall not have cured any such breach or alleged breach within fifteen (15) days after receipt of written notice from the Company of any such breach or (iii) immediately by the Placement Agent upon giving written notice to the Company, but only in the event that: (a) in the reasonable opinion of the Placement Agent, to the extent that the Offering Documents contain Memorandum contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements appearing therein not misleading in the light of the circumstances in which they were mademade regarding the Company and its business, and the Company shall not have corrected such untrue statement or omission to the reasonable satisfaction of the Placement Agent and its counsel within ten fifteen (1015) days after the Company receives written notice of such untrue statement or omission, provided that notwithstanding such ten fifteen (1015) day period, the Closing (as defined in Section 6 below) shall not occur hereunder until the Placement Agent shall notify the Company that it is satisfied, in its reasonable determination, that the Company has taken such steps (including circulating amended offering materials and afforded affording prospective Investors a reasonable opportunity to review such amendments) to allow the Closing to occur; or (b) the Company shall be in material breach of any representation, warranty or covenant made by it in this Agreement, any the Offering Document Memorandum or any other document relating to the Placement; or (c) (i) any calamitous domestic or international event or act or occurrence has taken place and, in the Placement Agent’s opinion, has or will materially disrupt general securities markets in the United States in the immediate future; or (ii) if trading on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required on the over-the-counter market by the National Association of Securities Dealers, Inc. (“NASD”) or by order of the SEC or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war, major hostilities, acts of terrorism or the like; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if and the Company shall not have sustained a material loss, whether or not insured, by reason cured such breach (if capable of fire, flood, accident or other calamity; or cure) within fifteen (vii15) if there shall have been such material adverse change in the conditions or prospects days after receipt of the Company, involving a change not contemplated by the Offering Documents; or (viii) if there shall have been such material adverse general market conditions as in written notice from the Placement Agent’s reasonable judgment would make it inadvisable to proceed with the Placement or the sale or delivery Agent of the Unitsany such breach thereof). In the event of any such termination pursuant to this Section 5, the Placement Agent shall be entitled to receive, in addition accrued to other rights and remedies it may have hereunder, at law or otherwisedate, an amount equal to the sum of (A) all Placement Agent’s fees in accordance with Section 3 and (B) the fees reasonable and documented expenses incurred by the Placement Agent in connection with the Placement in accordance with Section 4 subject to the limitations in Section 3(b)(ii)4.