Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in of any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ax) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (by) any Underwriter Initial Purchaser to the Company; provided, however, or (z) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to a) Rxxxxxx Jxxxx shall have the purchase of the Firm Securities right, by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by giving notice given to the Company if as hereinafter specified at any time: , to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the NasdaqExchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representative Rxxxxxx Jxxxx is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Placement Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Rxxxxxx Jxxxx there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may Rxxxxxx Jxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 13(a) shall be without liability on the part of (a) the Company to any UnderwriterRxxxxxx Jxxxx, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Rxxxxxx Jxxxx pursuant to Section 4 or Section 6 hereof or Sections 7(h) hereof, (b) any Underwriter Rxxxxxx Jxxxx to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination. b) The Company shall have the right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(h), Section 10, Section 11, Section 18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination. c) Rxxxxxx Jxxxx shall have the right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(h), Section 10, Section 11, Section 18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination. d) Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale of all of the Shares through Rxxxxxx Jxxxx on the terms and subject to the conditions set forth herein; provided that the provisions of Section 7(h), Section 10, Section 11, Section 18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination. e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 7(h), Section 10, Section 11, Section 18 and Section 19 shall remain in full force and effect. f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided however, that such termination shall not be effective until the close of business on the date of receipt of such notice by Rxxxxxx Jxxxx or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNew York Stock Exchange, or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or New York state authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred a Material Adverse Change, the effect of which is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Final Offering Memorandum; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities involving the United States or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be jointly and severally obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section 4 or Section 6 Sections 5, 7, 9 and 10 hereof or (b) any Underwriter Initial Purchaser to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Colorado authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company or the Operating Partnership regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company and the Operating Partnership to any Underwriter, except that the Company and the Operating Partnership shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the CompanyCompany or the Operating Partnership; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date, whether before or after notification by the Commission to the Company of the Firm effectiveness of the Registration Statement under the Securities by the Underwriters on the First Closing DateAct, this Agreement may be terminated by the Representative Underwriters by written notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either any U.S. federal or New York state Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representative Underwriters, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Any termination pursuant to this Section 11 8 shall be without liability on the part of (a) the Company to any Underwriterof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of the Representative their counsel, and expenses associated with a due diligence report), actually incurred by the Underwriters pursuant to Section 4 or Section 6 hereof or (b) in connection herewith as allowed under FINRA Rule 5110, less any Underwriter to amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (b) the Underwriters to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqCommission, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Jefferies by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Jefferies is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Jefferies, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) (x) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission on any exchange or by the Nasdaq, in any over-the-counter market or (y) trading in securities generally on either the Nasdaq Stock Market, the NYSE or the NYSE over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of U.S. federal or federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any international or national crisis or calamity, or any change or development involving a prospective change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as that in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; securities or (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 9 shall be without liability on the part of (ai) the Company or any Guarantor to any Underwriter, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative Underwriters to the extent required by Sections 4 and the Underwriters pursuant to Section 4 or Section 6 hereof or hereof, (bii) any Underwriter to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 7 and 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or (b) trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission New York Stock Exchange or by the NasdaqCommission, or trading in securities generally on either the Nasdaq NASDAQ Global Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any either of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. any federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and Representatives makes it impracticable or inadvisable to market proceed with the Offered Securities offering, sale or delivery of the Bonds in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives, there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 11 10 shall be without liability on the part of (aA) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or and Section 6 hereof or hereof, (bB) any Underwriter to the Company; provided, however, Company or (C) any party hereto to any other party except that the provisions of Section 7, Section 8 and Section 9 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission Commission, a Canadian regulatory authority or by the Nasdaq, or ; (ii) trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by either U.S. federal or any federal, New York state or Canadian federal authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than due to a termination pursuant to clauses (ii), (iii) or (iv) of this Section 12 or because of the termination of this Agreement pursuant to Section 11 shall be without liability on the part of (a) the Company to any Underwriterhereof, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) 7 hereof. Any termination pursuant to this Section 12 shall be without liability on the part of any Underwriter to the Company; provided. For the avoidance of doubt, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 or Section 6 hereof or and 7 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this (a) This Agreement may be terminated by the Representative by Placement Agents giving one day’s notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial financial, or economic conditions, as in the judgment of the Representative Placement Agents is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representative Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any UnderwriterPlacement Agent, except that the Company shall be obligated to reimburse the all expenses of the Representative and the Underwriters Placement Agents pursuant to Section 4 or 9 (the “Payment of Expenses”) and Section 6 hereof or 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (b) any Underwriter Placement Agent to the Company; provided, however, Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 11 (“Indemnification”) shall at all times be effective and shall survive such termination. (b) The Company shall have the right, by giving one day’s notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Upon termination of this Agreement pursuant to this Section 12(b), any outstanding Placement Notices shall also be terminated. (c) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Securities through the Placement Agents on the terms and subject to the conditions set forth herein. (d) This Agreement shall remain in full force and effect unless terminated pursuant to Section 12(a), (b), or (c) above or otherwise by mutual agreement of the parties. (e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Placement Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Securities, such Placement Securities shall settle in accordance with the provisions of this Agreement. (f) If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party except as provided in Section 9 hereof, and except that, in the case of any termination of this Agreement, Section 2, Section 11, Section 13 and Section 19 hereof shall survive such termination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission New York Stock Exchange or by the NasdaqCommission, or trading in securities generally on either the Nasdaq NASDAQ Global Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any either of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. any federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and Representatives makes it impracticable or inadvisable to market proceed with the Offered Securities offering, sale or delivery of the Mortgage Bonds in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives, there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 11 10 shall be without liability on the part of (aA) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or and Section 6 hereof or hereof, (bB) any Underwriter to the Company; provided, however, Company or (C) any party hereto to any other party except that the provisions of Section 7, Section 8 and Section 9 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Jefferies is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Jefferies there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any timetime after the date hereof and prior to the First Closing Date: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq or trading in securities generally on either the NYSE or Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market proceed with the offering or delivery of the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the IPO Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NYSE or the NYSE Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or any Guarantor to any Underwriter, except that and the Company Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or Sections 5 and 7 hereof, (b) any Underwriter the Underwriters to the Company; provided, however, Company or any Guarantor or (c) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Swiss authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the a Statutory Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or 7(h) hereof if the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 6 11 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Bermuda or New York state Swiss authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Underwriters is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 14 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 6 or Section 6 9 hereof or (b) any Underwriter the Underwriters to the Company; provided, however, that the provisions of Section 8 11 and Section 9 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 or Section 6 hereof or and 7 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or (ii) trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state York, California authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (ii)(x) trading or quotation in any of the Company’s or Parent Guarantor’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange (the “NYSE”), or (y) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10, shall be without liability on the part of (ax) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (by) any Underwriter Initial Purchaser to the Company; provided, however, or (z) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Swiss authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Underwriters is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 14 shall be without liability on the part of (a) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 6 or Section 6 9 hereof or (b) any Underwriter the Underwriters to the Company; provided, however, that the provisions of Section 8 11 and Section 9 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq, NASDAQ Capital Market or trading in securities generally on either the Nasdaq or the NYSE NASDAQ Capital Market shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Capital Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of (iiii) there shall have occurred any outbreak or escalation through (iv) herein, the effect of national or international hostilities or any crisis or calamitywhich, or any change in the United States or international financial marketsUnderwriter’s good faith judgment, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes would make it impracticable to market proceed with the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representative there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 4(a)(vii) and Section 9 6 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter as provided in Section 11.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company and, the Selling Shareholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either any of U.S. federal or federal, New York state State or United Kingdom authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Shareholder to any Underwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Shareholder; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 or Section 6 hereof or and 7 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either any U.S. federal federal, California, Delaware, New Jersey or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters Initial Purchasers on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaqany exchange, or trading in securities generally on either the Nasdaq or the NYSE any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, or New York state Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or Pricing Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company Issuers to any UnderwriterInitial Purchaser, except that the Company Issuers shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (b) any Underwriter Initial Purchaser to the Company; providedIssuers, however, or (c) of any party hereto to any other party except as aforesaid and except that the provisions of Section 8 7 and Section 9 8 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqOTC Bulletin Board, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, if applicable, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is so material and adverse and makes as to make it impracticable or inadvisable to market proceed with the Offered Securities offering or delivery of the Notes in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse ChangeChange which, in the judgment of the Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the offering or delivery of the Notes on the terms and in the manner contemplated by the Prospectus; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether securities settlement or not such loss shall have been insuredclearance services. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriterother party except as provided in Sections 4 and 6 hereof, except and provided further that the Company shall be obligated to reimburse the expenses of the Representative Sections 4, 6, 8, 9 and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if at any timetime prior to Closing: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading settlement in securities generally on either the Nasdaq or Stock Market, the NYSE or any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange; (ii) trading or settlement in any securities of the Parent on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company or any of the Initial Guarantors shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may (A) interfere materially with the conduct of the business and operations of the Company and the Initial Guarantors, taken as a whole, regardless of whether or not such loss shall have been insuredinsured and (B) make it inadvisable to proceed with the offering of the Securities in the manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 11 shall be without liability on the part of (ai) the Company or any Initial Guarantor to any Underwriterthe Initial Purchaser, except that the Company and the Initial Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section 8 Sections 4, 9 and Section 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Shareholders if at any time: time (ia) trading in or quotation in listing of any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, The NASDAQ Stock Market LLC or trading in securities generally on either the Nasdaq The NASDAQ Stock Market LLC or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iib) a general banking moratorium shall have been declared by either U.S. federal any federal, New York, Delaware or New York state authoritiesMinnesota authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States has occurred; or (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representative Representatives, there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (ax) the Company or the Selling Shareholders to any Underwriterthe Underwriters, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 5 and Section 7 hereof, (y) the Underwriters to the Company or Section 6 hereof the Selling Shareholders, or (bz) any Underwriter party hereto to the Company; providedany other party, however, except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or (b) trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Israeli authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing DateThe Representative, this Agreement may be terminated by the Representative by notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ia)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Exchange or (ii) trading in securities generally on either the Nasdaq or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesthe Exchange by the Commission or FINRA; (iib) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representative, is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (vd) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (ai) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Underwriters to the extent provided in Sections 5 and the Underwriters pursuant to Section 4 or Section 6 hereof or 8 hereof, (bii) any Underwriter to the Company; provided, however, or (iii) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company Issuers if at any time: (i) trading or quotation in any of the CompanyPartnership’s securities shall have been suspended or materially limited by the Commission SEC or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the SEC or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of the federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in each such case, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative Representative, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company Obligors to any UnderwriterInitial Purchaser, except that the Company Obligors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof hereof, (ii) any Initial Purchaser to the Obligors, or (biii) any Underwriter party hereto to the Company; provided, however, any other party except that the provisions of Section 8 Sections 8, 9 and Section 9 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if at any time: time (ia) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iib) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 9 shall be without liability on the part of (ai) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 hereof or Sections 5 and 6, (bii) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (iii) of any party hereto to any other party except that the provisions of Section 8 and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of subscription for the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the Nasdaq, or (ii) trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the calamity affecting United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; securities (ivv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except to the extent that the Company shall be is obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the CompanyCompany except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state York, Delaware and Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial financial, or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the all expenses of the Representative and the Underwriters pursuant to Section 4 or 6 (the “Payment of Expenses”) and Section 6 hereof or 7 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company; provided, however, Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Initial Purchasers by notice given to the Company if at any time: time after the date of this Agreement (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware, Texas or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Initial Purchasers is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (b) any Underwriter Initial Purchaser to the Company; providedCompany or any Guarantor, however, or (c) any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Initial Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either any U.S. federal or federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Jefferies is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strikefailed, fire, flood, earthquake, accident refused or been unable to perform in any material respect any agreement on its part to be performed hereunder or (v) any other calamity of such character as in condition to the judgment obligations of the Representative may interfere materially with Underwriters hereunder as provided in Section 6 of this Agreement is not fulfilled when and as required unless waived by the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredRepresentative. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either any of U.S. federal or federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative by notice given to the Company if at any timetime prior to closing: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading settlement in securities generally on either the Nasdaq or Stock Market, the NYSE or any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange; (ii) trading or settlement in any securities of Company on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may (A) interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured and (B) make it inadvisable to proceed with the offering of the Securities in the manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 11 shall be without liability on the part of (ai) the Company or any Initial Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Initial Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section 8 Sections 4, 9 and Section 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, or New York state United States authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredEffect. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Stockholder; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase Closing Date or any Date of the Firm Securities by the Underwriters on the First Closing DateDelivery, this Agreement may be terminated by the Representative Representatives, by notice given to the Company [and the Forward Sellers] if (a) at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqThe NASDAQ Global Select Market, or trading in securities generally on either the Nasdaq The NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or [(vi) if a Forward Seller, pursuant to Section 3(a)(ii) or 3(b)(ii) hereof, does not deliver Borrowed Shares for sale, and the Company fails to deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the number of shares that such Forward Seller does not deliver,] or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative Underwriters [and the Underwriters Forward Sellers] pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that and the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal any federal, Ohio or New York state authorities; (iii) there shall have occurred any outbreak of new or escalation of existing national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is so material and adverse and makes as to make it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or Registration Statement, the General Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representative there shall have occurred any been a Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 9 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, howeveror (c) of any party hereto to any other party, except that the provisions of Section 8 6 and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Issuer if at any time: (i) trading or quotation in any of the Company’s or the Issuer’s securities shall have been suspended or materially limited by the Commission or by the NasdaqCommission, or (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus General Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company or the Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 ‎10 shall be without liability on the part of (a) the Company or the Issuer to any Underwriter, except that the Company and the Issuer shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or Sections ‎5(h) and ‎8 hereof, (b) any Underwriter to the Company; providedCompany and the Issuer, however, or (c) any party hereto to any other party except that the provisions of Section 8 and Section 9 ‎9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial financial, or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 9 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 6 hereof or (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company; provided, however, Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either any U.S. federal federal, California, Delaware, New Jersey or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative by notice given to the Company Company, if at any timeafter the execution and delivery of this Agreement and prior to the Closing Date: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiiii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities on the Closing Date in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) Change the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity effect of such character as which in the judgment of the Representative may interfere materially makes it impracticable or inadvisable to proceed with the conduct offering, sale or delivery of the business Securities on the Closing Date in the manner and operations of on the Company regardless of whether or not such loss shall have been insuredterms and in the manner described in the Pricing Disclosure Package. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase First Closing Date and, with respect to Optional Securities, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the Firm effectiveness of the Registration Statement under the Securities by the Underwriters on the First Closing DateAct, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or Change (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 or Section and 6 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company or the Selling Stockholder shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 6 hereunder is not fulfilled or waived by the Underwriter, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq, NASDAQ Global Market or trading in securities generally on either the Nasdaq or the NYSE NASDAQ Global Market shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Global Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; authorities which prevents payment by an Underwriter pursuant to Section 4, in each case of (iiii) there shall have occurred any outbreak or escalation through (iv) herein, the effect of national or international hostilities or any crisis or calamitywhich, or any change in the United States or international financial marketsUnderwriter’s good faith judgment, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes would make it impracticable to market proceed with the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representative there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 5(a)(vii) and Section 9 7 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 9, the Company and the Selling Stockholder shall be notified promptly by the Underwriter by telephone, confirmed by letter as provided in Section 11.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters Underwriter on the First Closing Date, this Agreement may be terminated by the Representative Underwriter by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqOTC Bulletin Board, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Underwriter is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Underwriter there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Underwriter and the Underwriters Underwriter pursuant to Section 4 or Section 6 7 hereof or (b) any the Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 or Section 6 hereof or and 7 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company Partnership if at any time: (i) trading or quotation in any of the CompanyPartnership’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities involving the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as if the effect of any such event specified in clauses (i) through (iii) is, in the sole judgment of the Representative is Representative, so material or adverse as to make it impractical or inadvisable to proceed with the placement of the Securities with the Subsequent Purchasers on the terms and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described contemplated in the Time of Sale Prospectus or Pricing Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredFinal Offering Memorandum. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company either Issuer or any Guarantor to any UnderwriterInitial Purchaser, except that the Company Issuers and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 and 6 hereof, (ii) any Initial Purchaser to either of the Issuers or Section 6 hereof any Guarantor, or (biii) any Underwriter party hereto to the Company; provided, however, any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Initial Purchasers by notice given to the Company if at any timetime after the date of this Agreement: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Initial Purchasers is material and adverse and makes it impracticable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, howeveror (iii) any party hereto to any other party, except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Janney by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Janney is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Janney there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Janney may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse ChangeEffect; or (v) the Company or any of the Subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company or any of the Subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Underwriter by notice given to the Company if at any time: time (ia) trading in or quotation in listing of any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, The Nasdaq Capital Market or trading in securities generally on either the The Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (iib) a general banking moratorium shall have been declared by either U.S. federal any federal, New York, Delaware or New York state authoritiesMinnesota authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States has occurred; or (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representative Underwriter is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representative Underwriter, there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (ax) the Company to any Underwriterthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Underwriter pursuant to Section 4 or 5 and Section 6 hereof or 7 hereof, (by) any Underwriter the Underwriters to the Company; provided, howeveror (z) any party hereto to any other party, except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Offered Shares by the Underwriters Underwriter on the First Closing Date, this Agreement may be terminated by the Representative Underwriter by notice given to the Company and the Selling Shareholder if at any time: (ii)(a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or (b) trading in securities generally on either the Nasdaq NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iii) a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Underwriter is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Underwriter there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Shareholder to any the Underwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representative and the Underwriters Underwriter pursuant to Section 4 or Section 6 7 hereof or (b) any the Underwriter to the CompanyCompany and the Selling Shareholder; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (ia) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqExchange, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iib) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (ai) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (bii) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing DateTime, this Agreement may be terminated by the Representative Underwriter by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NYSE or the NYSE Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state authoritiesor Delaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Underwriter may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any the Underwriter, except that and the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Underwriter pursuant to Section 4 or Section 6 hereof or Sections 5 and 7 hereof, (b) any the Underwriter to the Company; provided, however, Company or (c) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to the purchase of the Firm Securities by the Underwriters on the First Closing Date, terminate this Agreement may be terminated by the Representative by giving notice given to the Company if as hereinafter specified at any time: time at or prior to the Closing Date or any Option Closing Date (as to the Option Shares and Option Warrants to be purchased on such Option Closing Date only), if (i) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq, NASDAQ Capital Market or trading in securities generally on either the Nasdaq NASDAQ Global Market, NASDAQ Capital Market, New York Stock Exchange or the NYSE Alternext shall have been suspended or limitedsuspended, or (ii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Global Market, NASDAQ Capital Market, New York Stock Exchange or NYSE Alternext, by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction, (iiiii) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; , (iiiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any crisis or calamity, or any change in declaration by the United States of a national emergency or international war, any substantial change in financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditionsconditions or any other calamity or crisis, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a suffers any loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of calamity, whether or not such loss shall have been insuredcovered by insurance, the effect of which, in each case described in this subsection (a), in the Underwriter’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 5(a)(viii) and Section 9 7 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.

Termination of this Agreement. Prior (a) The Underwriters shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations set forth in Section 5 hereunder is not fulfilled or waived by the Representative, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq, NASDAQ Capital Market or trading in securities generally on either the Nasdaq or the NYSE NASDAQ Capital Market shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Capital Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of (iiii) there shall have occurred any outbreak or escalation through (iv) herein, the effect of national or international hostilities or any crisis or calamitywhich, or any change in the United States or international financial marketsRepresentative’s good faith judgment, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes would make it impracticable to market proceed with the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representative there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 4(a)(vii) and Section 9 6 hereof shall at all times be effective and shall survive such termination. (b) If the Representative elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Representative by telephone, confirmed by letter as provided in Section 11.

Termination of this Agreement. Prior to the purchase Closing Date or any Date of the Firm Securities by the Underwriters on the First Closing DateDelivery, this Agreement may be terminated by the Representative Representatives, by notice given to the Company and the Forward Sellers if (a) at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq National Market, or trading in securities generally on either the Nasdaq National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives, is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (vi) if a Forward Seller, pursuant to Section 3(a)(ii) or 3(b)(ii) hereof, does not deliver Borrowed Shares for sale, and the Company fails to deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the number of shares that such Forward Seller does not deliver, or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative Underwriters and the Underwriters Forward Sellers pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that and the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the purchase of the Firm Securities ADSs by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Jefferies and Barclays by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNASDAQ, or trading in securities generally on either or by, as the Nasdaq case may be, any of the London Stock Exchange, the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or United Kingdom authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Jefferies and Barclays is material and adverse and makes it impracticable to market the Offered Securities ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Jefferies and Barclays there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Jefferies and Barclays may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the purchase of the Firm Securities by the Underwriters on Company as hereinafter specified at any time at or prior to the First Closing Date, this Agreement and the option referred to in Section 3(b), if exercised, may be terminated by the Representative by notice given cancelled at any time prior to the Company Second Closing Date, if at any time: (i) trading the Company shall have failed, refused or quotation in been unable, at or prior to such closing date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the CompanyUnderwriter’s obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been suspended required, on the NASDAQ Stock Market, New York Stock Exchange or limited the NYSE Amex, by such Exchange or by order of the Commission or by the Nasdaqany other Governmental Authority having jurisdiction, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iiv) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; , or (iiivi) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States’ or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representative Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Securities in the manner and on the terms described in the Time completion of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in and payment for the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 4(g) and Section 9 6 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.

Termination of this Agreement. Prior to the purchase of the Firm Securities Units by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesOTCQB; (ii) a general banking moratorium shall have been declared by either U.S. any federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the reasonable judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Units in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the good faith judgment of the Representative Representative, there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredCompany. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the other Underwriters pursuant to Section 4 or Section 6 hereof or Sections 5 and 8 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and, the Selling Shareholder if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either any of U.S. federal or federal, New York state State or United Kingdom authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company or the Selling Shareholder to any Underwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the CompanyCompany or the Selling Shareholder; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securitiesSecurities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 or Section 6 hereof or and 7 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq NASDAQ or the NYSE shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (vi) the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) to any debt securities of the Company as of the date hereof shall have been lowered since the date hereof or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any federal, New York, Delaware, Massachusetts or New York state Singapore authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, Date this Agreement may be maybe terminated by the Representative Representatives by notice given to the Company if at any time: time during such period (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either of the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives, is material and adverse and makes it impracticable to market the Offered Securities Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 or Section and 6 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to (a) Each Agent and each Forward Purchaser shall have the purchase of the Firm Securities right, by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by giving notice given to the Company if as hereinafter specified at any time: , to terminate its obligations pursuant to a Placement Notice or any Terms Agreement if (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Exchange or in any over-the-counter market; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representative such Agent or Forward Purchaser is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative such Agent or Forward Purchaser there shall have occurred any Material Adverse Change; or (vvi) the Company Company, the Operating Partnership or any of their subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative such Agent or Forward Purchaser may interfere materially with the conduct of the business and operations of the Company Company, the Operating Partnership or any of their subsidiaries taken as a whole regardless of whether or not such loss shall have been insured; or (vii) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares. Any termination pursuant to this Section 11 13(a) shall be without liability on the part of (aA) the Company or the Operating Partnership to any Underwritersuch Agent or Forward Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters such Agent pursuant to Section 4 8 hereof, (B) such Agent or Section 6 hereof or (b) any Underwriter Forward Purchaser to the Company; provided, however, or (C) of any party hereto to any other party except that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination. (i) The Company shall have the right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination hereunder shall be without liability of any party to any other party except that the provisions of Section 5(c), Section 8, Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (ii) The Company shall have the right to terminate the rights and obligations of any Agent or Forward Purchaser hereunder or pursuant to any Terms Agreement (in each case as to such Agent or Forward Purchaser only) in its sole discretion at any time after the date of this Agreement by delivery of written notice thereof to such Agent or Forward Purchaser. Any such termination hereunder shall be without liability of any party to any other party except that the provisions of Section 5(c), Section 8, Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (c) Each Agent and each Forward Purchaser shall have the right to terminate its obligations hereunder or pursuant to any Terms Agreement (in each case, as to itself only) in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(c), Section 8, Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (d) Unless earlier terminated pursuant to this Section 13, this Agreement and any Terms Agreement shall automatically terminate upon the issuance and sale of all of the Shares through the Agents on the terms and subject to the conditions set forth herein; provided that the provisions of Section 5(c), Section 8, Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c) or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 5(c), Section 8, Section 10, Section 11, Section 19 and Section 20 shall remain in full force and effect. (f) Any termination of this Agreement, any Confirmation or any Terms Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by such Agent, Forward Purchaser or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, or prior to the Time of Delivery (as defined in Exhibit 3(f)) for any sale of Shares pursuant to a Terms Agreement, such Shares shall settle in accordance with the provisions of this Agreement, such Confirmation or such Terms Agreement, as applicable. (g) Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement shall effect the validity, effectiveness or enforceability of any executed Confirmation or Terms Agreement and any such executed Confirmation and Terms Agreement shall remain in full force and effect notwithstanding such termination (subject to the terms and conditions of such Confirmation or Terms Agreement). (h) Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement shall affect or impair the Agents’ or, if applicable, the Placement Forward Purchasers’ respective rights or obligations with respect to Shares sold or borrowed and sold under this Agreement, or, if applicable, any Confirmation prior to such termination (including with respect to Shares sold that have not yet settled and, in the case of any Shares borrowed by or on behalf of a Forward Purchaser and sold by or through an Agent in connection with a Forward Sale, the obligation to enter into the resulting Confirmation).

Termination of this Agreement. Prior (a) The Representative shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations set forth in Section 5 hereunder is not fulfilled or waived by the Representative, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq, NASDAQ Capital Market or trading in securities generally on either the Nasdaq or the NYSE NASDAQ Capital Market shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the NASDAQ Capital Market by such exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of (iiii) there shall have occurred any outbreak or escalation through (iv) herein, the effect of national or international hostilities or any crisis or calamitywhich, or any change in the United States or international financial marketsRepresentative’s good faith judgment, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes would make it impracticable to market proceed with the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the offering, sale of securities; (iv) in the judgment and/or delivery of the Representative there shall have occurred any Material Adverse Change; or (v) Shares as contemplated by the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in Registration Statement and the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 4(a)(vii) and Section 9 6 hereof shall at all times be effective and shall survive such termination. (b) If the Representative elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Representative by telephone, confirmed by letter as provided in Section 10.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (ia) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqExchange, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (iib) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representative there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (ai) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (bii) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Initial Purchasers by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 or Section 6 hereof or and 7 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Shareholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 or Section and 6 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Shareholders, however, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to (a) Each Agent and each Forward Purchaser shall have the purchase of the Firm Securities right, by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by giving notice given to the Company if as hereinafter specified at any time: , to terminate its obligations pursuant to a Placement Notice or any Terms Agreement if (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqExchange or in any over-the-counter market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representative such Agent or Forward Purchaser is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative such Agent or Forward Purchaser there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative such Agent or Forward Purchaser may interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured; or (vi) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares. Any termination pursuant to this Section 11 13(a) shall be without liability on the part of (aA) the Company to any Underwritersuch Agent or Forward Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters such Agent pursuant to Section 4 7(h) hereof, (B) such Agent or Section 6 hereof or (b) any Underwriter Forward Purchaser to the Company; provided, however, or (C) of any party hereto to any other party except that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination. (i) The Company shall have the right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination hereunder shall be without liability of any party to any other party except that the provisions of Section 5(c), Section 7(h), Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (ii) The Company shall have the right to terminate the rights and obligations of any Agent or Forward Purchaser hereunder or pursuant to any Terms Agreement (in each case as to such Agent or Forward Purchaser only) in its sole discretion at any time after the date of this Agreement by delivery of written notice thereof to such Agent or Forward Purchaser. Any such termination hereunder shall be without liability of any party to any other party except that the provisions of Section 5(c), Section 7(h), Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (c) Each Agent and each Forward Purchaser shall have the right to terminate its obligations hereunder or pursuant to any Terms Agreement (in each case, as to itself only) in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 5(c), Section 7(h), Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (d) Unless earlier terminated pursuant to this Section 13, this Agreement and any Terms Agreement shall automatically terminate upon the issuance and sale of all of the Shares through the Agents on the terms and subject to the conditions set forth herein; provided that the provisions of Section 5(c), Section 7(h), Section 10, Section 11, Section 19 and Section 20 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c) or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 5(c), Section 7(h), Section 10, Section 11, Section 19 and Section 20 shall remain in full force and effect. (f) Any termination of this Agreement, any Confirmation or any Terms Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by such Agent, Forward Purchaser or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, or prior to the Time of Delivery (as defined in Exhibit 3(g)) for any sale of Shares pursuant to a Terms Agreement, such Shares shall settle in accordance with the provisions of this Agreement, such Confirmation or such Terms Agreement, as applicable. (g) Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement shall effect the validity, effectiveness or enforceability of any executed Confirmation or Terms Agreement and any such executed Confirmation and Terms Agreement shall remain in full force and effect notwithstanding such termination (subject to the terms and conditions of such Confirmation or Terms Agreement). (h) Notwithstanding anything to the contrary contained in this Agreement, no termination of this Agreement shall affect or impair the Agents’ or, if applicable, the Placement Forward Purchasers’ respective rights or obligations with respect to Shares sold or borrowed and sold under this Agreement, or, if applicable, any Confirmation prior to such termination (including with respect to Shares sold that have not yet settled and, in the case of any Shares borrowed by or on behalf of a Forward Purchaser and sold by or through an Agent in connection with a Forward Sale, the obligation to enter into the resulting Confirmation).

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the NasdaqNasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section Sections 4 or Section 6 hereof or and 7 hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this This Agreement may be terminated by the Representative Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 11 9 shall be without liability on the part of (ax) the Company or the Selling Stockholders to any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section Sections 5 and 6 hereof or hereof, (by) any Underwriter to the Company; providedCompany or the Selling Stockholders or any person controlling the Company or the Selling Stockholders, however, or (z) of any party hereto to any other party except that the provisions of Section 8 and Section 9 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, Date this Agreement may be maybe terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq Stock Market or the Indian Exchanges, or trading in securities generally on either any of the Nasdaq Stock Market, the New York Stock Exchange or one of the NYSE Indian Exchanges shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission, the NASD or any Indian regulatory authorities; (ii) a general banking moratorium shall have been declared by either U.S. federal or any United States, Indian, New York state or California authorities; (iii) there shall have occurred any outbreak or escalation of national United States, Indian or other international hostilities or any crisis or calamity, or any change in the United States States, Indian or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ , Indian or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities ADSs in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section Sections 4 or Section and 6 hereof or hereof, (b) any Underwriter to the Company; provided, however, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, The Initial Purchasers may terminate this Agreement may be terminated by the Representative by notice given by the Representatives to the Company Company, if at any time: after the execution and delivery of this Agreement and prior to the Closing Date (i) trading or quotation in any of the Company’s securities generally shall have been suspended or materially limited by the Commission or by the Nasdaqon, or trading in securities generally on either by, as the case may be, any of the New York Stock Exchange, the Nasdaq Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the NYSE Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or limitedin any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices clearance services in the United States shall have been generally established occurred, (iv) any moratorium on any of such stock exchanges; (ii) a general commercial banking moratorium activities shall have been declared by either U.S. federal or New York state authorities; State authorities or (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States’ or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representative Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the judgment of the Representatives, impracticable or inadvisable to market proceed with the Offered offer, sale or delivery of the Securities on the terms and in the manner and on the terms described contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securitiesOffering Memorandum; (ivvi) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (vvii) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section 4 or Section 6 hereof or Sections 5 and 7 hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section 8 Sections 9 and Section 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Initial Purchasers by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such the stock exchangesexchange by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Initial Purchasers is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Initial Purchasers there shall have occurred any Material Adverse ChangeEffect with respect to the business, condition (financial or otherwise), results of operations, stockholders' equity, properties or prospects of the Company and its Subsidiaries, taken as a whole; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (ai) the Company or any Guarantor to any UnderwriterInitial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Representative and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section and 6 hereof or hereof, (bii) any Underwriter Initial Purchaser to the Company; provided, however, or (iii) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or NYSE; (ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by either U.S. any federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a1) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or Sections 5 and 7 hereof; (b2) any Underwriter to the Company; provided, however, or (3) any party hereto to any other party except that the provisions of Section Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or New York state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred been any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNYSE, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any federal, State of New York state or State of Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or 5 (the "Payment of Expenses") and Section 6 hereof or ("Reimbursement of the Underwriters' Expenses") hereof, (b) any Underwriter to the Company; provided, however, Company or (c) of any party hereto to any other party hereto except that the provisions of Section 8 ("Indemnification") and Section 9 ("Contribution") hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Issuer if at any time: (i) trading or quotation in any of the Company’s or the Issuer’s securities shall have been suspended or materially limited by the Commission or by the NasdaqCommission, or (ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchangesexchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by either U.S. any of federal or New York state authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered offering, sale or delivery of the Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus General Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company or the Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 10 shall be without liability on the part of (a) the Company or the Issuer to any Underwriter, except that the Company and the Issuer shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or Sections 5(h) and 8 hereof, (b) any Underwriter to the Company; providedCompany and the Issuer, however, or (c) any party hereto to any other party except that the provisions of Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representative Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the NasdaqNasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by either U.S. federal or any federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities Common Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section the extent provided in Sections 4 or Section and 6 hereof or hereof, (b) any Underwriter to the Company; providedCompany or the Selling Stockholders, however, or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, Nasdaq Stock Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchangesexchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state or Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial financial, or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Notes in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 9 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or 5 (the “Payment of Expenses”) and Section 6 hereof or (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) any Underwriter to the Company; provided, however, Company or (c) of any party hereto to any other party except that the provisions of Section 8 and Section 9 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative Representatives there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Offered Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative in its sole discretion by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal any of federal, New York, Delaware or New York state California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative Jefferies by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the Nasdaq, or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by either U.S. federal or any of federal, New York state authoritiesor Indiana; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representative Jefferies is material and adverse and makes it impracticable to market the Offered Securities Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representative Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 12 shall be without liability on the part of (a) the Company to any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters pursuant to Section 4 or Section 6 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the purchase of Company as hereinafter specified at any time at or prior to the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representative by notice given to the Company if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations hereunder is not fulfilled, (iii) trading or quotation in any of the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the Nasdaq, American Stock Exchange or trading in securities generally on either the Nasdaq Global Market, New York Stock Exchange or the NYSE American Stock Exchange shall have been suspended or limitedsuspended, or (iv) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on the Nasdaq Global Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of the Commission or any of such stock exchanges; other governmental authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by either U.S. federal or California or New York state authorities; , or (iiivi) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any crisis declaration by the United States of a national emergency or calamitywar, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as or any other calamity or crisis that, in the judgment of the Representative Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Securities in the manner and on the terms described in the Time completion of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in and payment for the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 11 shall be without liability on the part of (a) the Company any party to any Underwriter, other party except that the Company shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 6 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 8 4(a)(vii) and Section 9 6 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.

Termination of this Agreement. Prior to the purchase of Closing Date and, with respect to the Firm Securities by the Underwriters on the First Optional Notes, any Subsequent Closing Date, this Agreement may be terminated by the Representative Representatives by notice given to the Company if at any time: time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NasdaqNew York Stock Exchange, or trading in securities generally on either the Nasdaq or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established by the Commission or FINRA or on any of either such stock exchangesexchange; (ii) a general banking moratorium shall have been declared by either U.S. federal or New York state authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or declaration of a national emergency or war by the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representative Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Securities Notes in the manner and on the terms described in the Time of Sale Prospectus or Disclosure Package and the Prospectus Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 11 shall be without liability on the part of (a) the Company to any UnderwriterInitial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Representative Representatives and the Underwriters Initial Purchasers pursuant to Section Sections 4 or Section 6 and 7 hereof or (b) any Underwriter Initial Purchaser to the Company; provided, however, that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such termination.