Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. The Underwriter, by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, 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 Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies and Xxxxxxx Xxxxx by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York PRC 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 Underwriter Jefferies and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Offered 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 Jefferies and Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Jefferies and Xxxxxxx Xxxxx 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market Nasdaq, or (b) trading in securities generally on either Nasdaq or The Nasdaq Global Select Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered 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 Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except to the extent that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) any Underwriter or the Underwriter Selling Stockholders to the Company; provided, or (c) of any party hereto to any other party except 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. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by Xxxxxxxxxx Securities by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Underwriters and the Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, 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. The UnderwriterPrior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares completion of the offering contemplated hereby 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 securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; or (ivvi) 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 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 10 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to the Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE, or (b) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, Connecticut or New York 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 reasonable judgment of the Underwriter Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; (v) the Company or any of the Partnerships shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter 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) any downgrading in the rating of any debt securities or preferred stock of the Company by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities or preferred stock of the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating). Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 5 and 7 hereof, (b) the any Underwriter to the Company, or (c) of any party hereto to any other party 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. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representative by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Representative is material and adverse and makes it impracticable to market the Offered 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 reasonable judgment of the Representative there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representative and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, 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. The Underwriter, Prior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered Shares 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 Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 insuredCompany. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(aa) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select National Market or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (iib) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (d) in the judgment of the Underwriter, there shall have occurred any Material Adverse Change; or (ive) 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 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 10 11 shall be without liability on the part of (ax) the Company to the UnderwriterUnderwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 Section 5 and Section 7 hereof, (by) the Underwriter Underwriters to the Company, or (cz) of any party hereto to any other party 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Underwriters by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Maryland or New York 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 financial, or economic conditions, as in the judgment of the Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to Section 5 (the extent provided in Sections 4 “Payment of Expenses”) and 7 Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (b) the any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 (“Indemnification”) and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Underwriter, Prior to the purchase of the Securities by the Underwriters on the Closing Date this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market any exchange, or (b) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange 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 exchanges by such exchange, the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered Shares 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 Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 11 shall be without liability on the part of (a) the Company Issuers to the any Underwriter, except that the Company Issuers shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the CompanyIssuers, or (c) of any party hereto to any other party except as aforesaid and 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. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriter on the First Closing Date this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ Capital Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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) there shall have occurred any Material Adverse Change; or (ivv) 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 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, 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. The UnderwriterPrior to the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the New York Stock Exchange, or (b) trading in securities generally on either The Nasdaq Global Select the NASDAQ Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (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 Underwriter 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; or (vi) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 10 9 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by any Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 such Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of such Underwriter there shall have occurred any Material Adverse Change; (v) in the judgment of such Underwriter there shall have occurred a material event which affects (A) the disclosure in the Prospectus or (ivB) the ability of such Underwriter to market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) 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 such 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 10 11 shall be without liability on the part of of: (a) the Company to the UnderwriterUnderwriters, except that the Company shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, ; (b) the Underwriter Underwriters to the Company, ; 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; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date Date, if (i) the Company shall have failed, refused or to terminate the obligations of the Underwriter to purchase the Optional Shares been unable, at any time or prior to the Option Closing Date, as to perform any material agreement on its part to be performed hereunder, (ii) any condition of the case may beUnderwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, if at any time (i)(aiii) 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 Global Select the NASDAQ Capital Market or (b) trading in securities generally on either The Nasdaq Global Select the NASDAQ Capital Market or the New York Stock Exchange 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 any the NASDAQ Capital Market by such exchange or by order of such stock exchanges by the Commission or any other governmental authority having jurisdiction (which includes the NASD; Company’s Common Stock), or (iiiv) a general banking moratorium shall have been declared by any of federal or New York authorities; state 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 Underwriter is material and adverse and makes would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the offering, sale of securities; or (iv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment and/or delivery of the Underwriter may interfere materially with Shares as contemplated by the conduct of Registration Statement and 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except 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 10.

Termination of this Agreement. The Underwriter, Prior to the Closing Date this Agreement may be terminated by the Representative by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) (A) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, Inc., or (bB) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange or the Nasdaq Stock Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 any Material Adverse Change; or (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 Underwriter Representative is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 11 shall be without liability on the part of (a) the Company or any Guarantor to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representative and the Underwriters pursuant to the extent provided in Sections 4 5, 7, 8 and 7 hereof, 9 hereof or (b) the any Underwriter to the Company, 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. The UnderwriterPrior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any Material Adverse Change; or (ivv) 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 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (c) of any party hereto to any other party except 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. The Underwriter, Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Arizona or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Representative by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) the Company is unable or unwilling to perform its obligations under this Agreement; (ii) any of the conditions specified in Section 4 hereof shall not have been fulfilled when and as required by this Agreement to be fulfilled; (iii) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDFINRA; (iiiv) a general banking moratorium shall have been declared by any of federal or federal, New York or California authorities; (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity (including without limitation any terrorist or similar attack), 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 financial, or economic conditions, as in the judgment of the Underwriter Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (vi) in the judgment of the Representative there shall have occurred any Material Adverse Change; or (ivvii) 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 reasonable judgment of the Underwriter 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 10 11 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representative and the Underwriters pursuant to the extent provided in Sections 4 Section 5 and 7 6(a) hereof, (b) the any Underwriter to the Company, 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. The UnderwriterPrior to the purchase of the Firm Securities by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Virginia 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares 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 Underwriter there shall have occurred any Material Adverse Change; or (ivv) 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 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company, shall have Company [and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholder] if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market or National Market; (bii) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (iiiii) a general banking moratorium shall have been declared by any of federal federal, New York, Florida or New 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (v) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivvi) 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 Underwriter 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 10 11 shall be without liability on the part of (a) the Company [or the Selling Stockholder] to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany [or the Selling Stockholder], 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. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Second Closing Date, as if (i) the case may beCompany shall have failed, if refused or been unable, at or prior to such closing date, to perform any time agreement on its part to be performed hereunder, (i)(aii) 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 the Nasdaq Global Select Stock Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex 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 any the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex, by such exchange or by order of such stock exchanges by the Commission or the NASD; any other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of 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 Underwriter Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Shares in the manner and on the terms described in the Time completion of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) and payment for 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 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 insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 4(viii) 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. The Underwriter(a) This Agreement shall ----------------------------- terminate upon the earliest to occur of (i) the purchase by the Company of all Notes held by the Holders through one or more Exchange Offers and/or Private Transactions and the payment or delivery of the consideration therefor set forth in Section 2 hereof, by notice given and the execution and delivery of the Indemnity Agreement, the Pledge and Security Agreement, the Registration Rights Agreement, the Share Appreciation Rights, consents to the CompanyMedium Power Asset Sale (in substantially the form of Exhibit G attached hereto), shall have mutual releases (in substantially the right to terminate this Agreement at form of Exhibit H attached hereto) and the escrow agreement (as provided in Section 10(c) hereof, but only if there is an Exchange Offer); (ii) the commencement of a case by or against the Company or any time prior to Funding Party under Xxxxx 00, Xxxxxx Xxxxxx Code, (iii) the First Closing Date or to terminate acceleration of the obligations of the Underwriter to purchase Company under the Optional Shares at any time Senior Bank Facility prior to the Option Medium Power Closing Date, as (iv) the case may be, if at any time (i)(a) trading or quotation in any giving of notice by the Company required under Section 14 that the closing of the Company’s securities second portion of the High Power Agreement will take place prior to the closing of the Medium Power Asset Sale, (v) the failure of the Company to purchase, whether by Exchange Offer or Private Transaction, all Holders' Notes on or prior to the applicable Note Purchase Closing Date, (vi) the occurrence of the events specified in Section 4(d) hereof or (vii) 5:00 p.m., Eastern time on May 21, 1999; provided, however, that in the event the Company has commenced an ----------------- Exchange Offer in accordance with this Agreement which has not been consummated by May 21, 1999, in the absence of the events set forth in Section 4(d) hereof, the "May 21, 1999" date shall have been suspended or limited by be extended to the Commission or by The Nasdaq Global Select Market or date four business days after the date upon which such Exchange Offer is consummated in accordance with this Agreement; provided, further, that any termination of this Agreement shall not ----------------- limit the remedies of any Party for a breach of this Agreement prior to such termination. (b) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on Upon termination of this Agreement pursuant to any of such stock exchanges subsections (a)(ii) through (a)(vii) of this Section 13: (i) the waivers under Section 8 hereof by any Holder all of whose Notes have not been purchased pursuant to this Agreement (a "Remaining Holder"), and any waivers delivered by the Commission Company to any Remaining Holder under Section 10(b)(v) hereof, shall be null and void and of no force or the NASD; effect whatsoever, except as expressly provided in Section 8(a)(iii); (ii) a general banking moratorium shall Remaining Holder may exercise any rights and remedies it may have been declared by any of federal under the Existing Agreements, applicable law or New York authorities; otherwise; (iii) there any release delivered by a Remaining Holder under Section 8(c) shall have occurred any outbreak be null and void and of no force 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securitieseffect whatsoever; or and (iv) neither the Company nor any of the Holders shall have sustained a loss by strikeany obligations under this Agreement to any other Party hereto, fire, flood, earthquake, accident or other calamity of such character except as expressly provided in the judgment proviso at the end of the 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or 13(a). (c) of any party hereto to any other party except that the The provisions of Section 8 and Section 9 shall at all times be effective and 10(e) shall survive such terminationany termination of this Agreement pursuant to clause (i) of Section 13(a).

Termination of this Agreement. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the New York Stock Exchange, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, Florida, New York 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 united States’ ' or international political, financial or economic conditions, as in the judgment of the Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, 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. The UnderwriterPrior to the purchase of the Offered Shares by the Underwriters on the Closing Date, this Agreement may be terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered 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 Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the extent provided in Sections 4 and 7 hereofCompany or the Selling Stockholders; provided, (b) the Underwriter to the Companyhowever, 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. The UnderwriterPrior to the purchase of the Securities by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by The Nasdaq Global Select Market NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market any NASDAQ market or the New York Stock Exchange shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, North Carolina or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares 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; or (iv) in the reasonable judgment of the Underwriter there shall have occurred any Material Adverse 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 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 insuredinsured or (vi) the rating assigned by any NRSRO 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 hereof, Section 5 or Section 8 hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 10 and Section 9 11 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Underwriter, This Agreement may be terminated by the Representatives by notice given to the Company, shall have the right to terminate this Agreement Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market Nasdaq, or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASD; , (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Tennessee or New York 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 Underwriter Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus Prospectuses or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 (b) in the case of any of the events specified 9(a)(i) through (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 Prospectuses. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to Company or any person controlling the Company, or (cz) 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. The Underwriter, Prior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, the PRC or New York Hong Kong 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered Shares 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 Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 Sections 4, 7, 9 and Section 9 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market Nasdaq, or (b) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any change, 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, whether or not arising in the ordinary course of business; or (ivv) 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 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date Date, if (i) the Company shall have failed, refused or to terminate the obligations of the Underwriter to purchase the Optional Shares been unable, at any time or prior to the Option Closing Date, as to perform any material agreement on its part to be performed hereunder, (ii) any condition of the case may beUnderwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, if at any time (i)(aiii) 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 the NASDAQ Global Select Market or (b) trading in securities generally on either The Nasdaq the NASDAQ Global Select Market or the New York Stock Exchange 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 any the NASDAQ Global Market by such exchange or by order of such stock exchanges by the Commission or any other governmental authority having jurisdiction (which includes the NASD; Company’s Common Stock), or (iiiv) a general banking moratorium shall have been declared by any of federal or New York authorities; state 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 Underwriter is material and adverse and makes would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the offering, sale of securities; or (iv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment and/or delivery of the Underwriter may interfere materially with Shares as contemplated by the conduct of Registration Statement and 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except 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 10.

Termination of this Agreement. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE, or (b) trading in securities generally on either The Nasdaq Global Select Market the NYSE or the New York Nasdaq Stock Exchange Market LLC shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 financial, or economic conditions, as in the judgment of the Underwriter Representatives is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 Section 5 (“Payment of Expenses”) and 7 Section 6 (“Reimbursement of Underwriters’ Expenses”) hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, or (c) of any party hereto to any other party except that the provisions of Section 8 (“Indemnification”) and Section 9 (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Second Closing Date, as if (i) the case may beCompany shall have failed, if refused or been unable, at or prior to such Closing Date, to perform any time agreement on its part to be performed hereunder, (i)(aii) 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 Global Select NASDAQ Stock Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex Equities 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 any The NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex Equities, by such exchange or by order of such stock exchanges by the Commission or the NASD; any other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of federal 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 Underwriter Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Shares in the manner and on the terms described in the Time completion of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) and payment for 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 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 insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any Material Adverse Change; or (ivv) 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 22 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the Closing Date, this Agreement may be terminated by the Underwriters by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the New York Stock Exchange, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; or (iv) 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 Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss Underwriters there shall have been insuredoccurred any Material Adverse Change; or (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States. Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the Company, 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. The UnderwriterPrior to the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission, a State Commission or by The Nasdaq Global Select Market the OTCBB, or (b) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange or the NYSE Alternext US, or the Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York authoritiesor Minnesota authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (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 Underwriter is material and adverse and makes it impracticable or inadvisable to market the Offered Shares Units in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 11 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 hereof, 6 hereof or (b) the Underwriter to the Company, 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. The Underwriter, Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Missouri or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, 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. The UnderwriterPrior to the purchase of the Firm ADSs by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies and Xxxxx Xxxxxxx by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market Nasdaq, or (b) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Jefferies and Xxxxx Xxxxxxx is material and adverse and makes it impracticable to market the Offered Shares 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 Jefferies and Xxxxx Xxxxxxx there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Jefferies and Xxxxx Xxxxxxx 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE Amex, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered 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 Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, 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. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, New Jersey or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) in the judgment of the Underwriter there shall have occurred a material event which affects (A) the disclosure in the Prospectus or (ivB) the ability of the Underwriter to market and sell the Offered Shares on the terms set forth in the Preliminary Prospectus or the Prospectus; or (vi) 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 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 10 11 shall be without liability on the part of of: (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 6 hereof, ; (b) the Underwriter to the Company, ; 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; provided that, notwithstanding the foregoing, in connection with a termination of this Agreement pursuant to clause (v) above, no party will be relieved of any liability in connection with any breach of its representations, warranties or covenants in this Agreement.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the Closing Date, this Agreement may be terminated by Xxxx by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholder if at any time 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 Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York 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 Underwriter Xxxx is material and adverse and makes it impracticable to market the Offered 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 Xxxx there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Xxxx 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 10 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to the any Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Representative and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the extent provided in Sections 4 and 7 hereofCompany or the Selling Stockholder; provided, (b) the Underwriter to the Companyhowever, 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. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by NationsBanc Xxxxxxxxxx Securities LLC by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, 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. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Underwriters by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered 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 Underwriters 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 Underwriter Underwriters 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Underwriters and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, 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. The UnderwriterPrior to the purchase of the Depositary Shares by the Underwriter on the Closing Date or any Date of Delivery, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by The Nasdaq Global Select Market NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market any NASDAQ market or the New York Stock Exchange shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, Michigan or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, including a widespread outbreak of epidemic illnesses (including COVID-19 to the extent that there is a material worsening of such outbreak that actually occurs after the date hereof in the geographic markets in which the Company and/or the Principal Banking Subsidiary operate), 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 each case the effect of which, in the judgment of the Underwriter is material and adverse and makes it impracticable to market the Offered Depositary 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 securitiesthe Depositary Shares; or (iv) in the reasonable judgment of the Underwriter there shall have occurred any Material Adverse 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 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 insuredinsured or (vi) the rating assigned by any NRSRO to any 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 securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 9, Section 10 and Section 9 18 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE American, or (b) trading in securities generally on either The Nasdaq Global Select Market or the NASDAQ, the New York Stock Exchange or the NYSE American shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any Material Adverse Effect; or (ivv) 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 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies and X.X. Xxxxxx by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Jefferies and X.X. Xxxxxx is material and adverse and makes it impracticable to market the Offered 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 Jefferies and X.X. Xxxxxx there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Jefferies and X.X. Xxxxxx 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Arkansas or New York 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 Underwriter Jefferies is material and adverse and makes it impracticable to market the Offered 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 Jefferies there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 ‎Section 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representative and the Underwriters pursuant to the extent provided in Sections ‎Section 4 and or ‎Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 ‎Section 9 and Section 9 ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Representatives by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, North Carolina or New York 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, 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. The Underwriter, This Agreement may be terminated by the Representatives by notice given to the Company, shall have the right to terminate this Agreement Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 9 shall be without liability on the part of (ax) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to Company or any person controlling the Company, or (cz) 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. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representative by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Representative is material and adverse and makes it impracticable to market the Offered 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 (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representative and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, 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. The UnderwriterPrior to the First Closing Date and, with respect to Optional Shares, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the AMEX, or (b) trading in securities generally on either The the AMEX, the Nasdaq Global Select Stock Market or the 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 by the Commission Commission, the NASD or the NASDAMEX; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 Underwriter may interfere materially with the conduct of the business and operations of the Company there shall have occurred any Material Adverse Change (regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the Company, 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. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date Date, if (i) the Company shall have failed, refused or to terminate the obligations of the Underwriter to purchase the Optional Shares been unable, at any time or prior to the Option Closing Date, as to perform any material agreement on its part to be performed hereunder, (ii) any condition of the case may beUnderwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, if at any time (i)(aiii) 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 the tffp Global Select Market or (b) trading in securities generally on either The Nasdaq the NASDAQ Global Select Market or the New York Stock Exchange 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 any the NASDAQ Global Market by such exchange or by order of such stock exchanges by the Commission or any other governmental authority having jurisdiction (which includes the NASD; Company’s Common Stock), or (iiiv) a general banking moratorium shall have been declared by any of federal or New York authorities; state 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 Underwriter is material and adverse and makes would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the offering, sale of securities; or (iv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment and/or delivery of the Underwriter may interfere materially with Shares as contemplated by the conduct of Registration Statement and 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except 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 10.

Termination of this Agreement. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date Date, if (i) the Company shall have failed, refused or to terminate the obligations of the Underwriter to purchase the Optional Shares been unable, at any time or prior to the Option Closing Date, as to perform any material agreement on its part to be performed hereunder, (ii) any condition of the case may beUnderwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, if at any time (i)(aiii) 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 Global Select the NASDAQ Capital Market or (b) trading in securities generally on either The Nasdaq Global Select the NASDAQ Capital Market or the New York Stock Exchange 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 any the NASDAQ Capital Market by such exchange or by order of such stock exchanges by the Commission or any other governmental authority having jurisdiction (which includes the NASD; Company’s Common Stock), or (iiiv) a general banking moratorium shall have been declared by any of federal or New York authorities; state 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 Underwriter is material and adverse and makes would make it impracticable to market proceed with the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the offering, sale of securities; or (iv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment and/or delivery of the Underwriter may interfere materially with Securities as contemplated by the conduct of Registration Statement and 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except 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 10.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies and Xxxxx Xxxxxxx by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York or Massachusetts 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 Underwriter Jefferies and Xxxxx Xxxxxxx is material and adverse and makes it impracticable to market the Offered 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 Jefferies and Xxxxx Xxxxxxx there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Jefferies and Xxxxx Xxxxxxx 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by Baird by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Baird is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 Underwriter may interfere materially with the conduct of the business and operations of the Company Baird there shall have occurred any Material Adverse Change (regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (a) the Company to the UnderwriterBaird, except that the Company shall be obligated to reimburse the expenses of the Underwriter Baird pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the Underwriter Baird to the Company, 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 9 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 5 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, or (c) 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by The Nasdaq Global Select Market NASDAQ Capital Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Jefferies is material and adverse and makes it impracticable to market the Offered 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 Jefferies, there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that for amounts due by the Company shall be obligated to reimburse the expenses of the any Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Representative by notice given to the CompanyCompany and, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Securities Exchange, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter Representative is material and adverse and makes it impracticable to market the Offered 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 (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company or the Selling Stockholders to the 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 7 hereof or (b) any Underwriter to the extent provided in Sections 4 and 7 hereof, (b) Company or the Underwriter to the Company, Selling Stockholders 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any material change, or any development or event involving a prospective material 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 (ivv) 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 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholder if at any time time: (i)(ai) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable or inadvisable to market proceed with the Offered Shares completion of the offering contemplated hereby 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 securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; or (ivvi) 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 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 10 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to the Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the CompanyCompany or the Selling Stockholder; provided, or (c) of any party hereto to any other party except 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. The Underwriter, by notice given to the CompanyCompany and the Selling Stockholder, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, 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 Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 12 shall be without liability on the part of (a) the Company and the Selling Stockholder to the Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 6 and 7 9 hereof, (b) the Underwriter to the CompanyCompany or the Selling Stockholder, 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.

Termination of this Agreement. The Underwriter, This Agreement may be terminated by the Underwriter by notice given to the Company, shall have the right to terminate this Agreement Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading generally shall have been suspended or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Datematerially limited on, or by, as the case may be, if at any time (i)(a) trading or quotation in any of the Company’s New York Stock Exchange, the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or limited by the Commission or by The Nasdaq Global Select Market or in any over-the-counter market, (biii) trading a material disruption in securities generally on either The Nasdaq Global Select Market settlement, payment or clearance services in the New York Stock Exchange United States shall have been suspended or limitedoccurred, or minimum or maximum prices shall have been generally established (iv) any moratorium on any of such stock exchanges by the Commission or the NASD; (ii) a general commercial banking moratorium activities shall have been declared by any of federal Federal, California State, or New York authorities; other relevant 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 Underwriter Underwriter's judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the Underwriter's judgment, impracticable or inadvisable to market proceed with the Offered offer, sale or delivery of the Shares on the terms and in the manner and on the terms described contemplated in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 insuredProspectus. Any termination pursuant to this Section 10 8 shall be without liability on the part of (ax) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 5 and 7 6 hereof, (by) the Underwriter to the Company or any person controlling the Company, or (cz) 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. The Prior to the Closing Date or any Date of Delivery, this Agreement may be terminated by the Underwriter, by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if (a) at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market National Market, or (b) trading in securities generally on either The the Nasdaq Global Select National Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Underwriter, is material and adverse and makes it impracticable or inadvisable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse 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 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; or (vi) if the 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 the 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 10 shall be without liability on the part of (a) the Company any party to the Underwriter, any other party except that the Company shall be obligated to reimburse the expenses of the Underwriter and the Forward Seller pursuant to the extent provided in Sections 4 Section 7 hereof and 7 hereof, (b) the Underwriter to the Company, 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 terminationtermination and remain effective at all times.

Termination of this Agreement. (a) The Underwriter, by notice given to the Company, Representative shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholder as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Second Closing Date, as if (i) the case may beCompany or the Selling Stockholder shall have failed, if refused or been unable, at or prior to such closing date, to perform any time agreement on its or their part to be performed hereunder, (i)(aii) any other condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ, New York Stock Exchange or quotation in any of the Company’s 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 or limited by required, on the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the NASDAQ, New York Stock Exchange shall have been suspended or limitedthe NYSE Amex, by such Exchange or minimum or maximum prices shall have been generally established on any by order of such stock exchanges by the Commission or the NASD; any other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of 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 Underwriter Representative’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Shares in the manner and on the terms described in the Time completion of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) and payment for 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 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 insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 4(a)(viii), Section 4(b)(i), Section 4(b)(ii) 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 and the Selling Stockholder, shall be notified promptly by the Representative by telephone, confirmed by letter.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Offered Shares by the Underwriter on the Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any Material Adverse Change; or (ivv) 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 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (c) of any party hereto to any other party except 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. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Stock Market or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Georgia or New York 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 good faith judgment of the Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the good faith judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the good faith judgment of the Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, 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. The Underwriter, Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, 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. The Underwriter, Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Stock Market or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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’ States or international political, financial or economic conditions, as in the judgment of the Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, or (c) of any party hereto to any other party 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies and Xxxxxxx Xxxxx by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York 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 Underwriter Jefferies and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Offered 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 Jefferies and Xxxxxxx Xxxxx there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter may Jefferies and Xxxxxxx Xxxxx xxx 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 10 ‎Section 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the accountable and actually incurred expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections ‎Section 4 and or ‎Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 ‎Section 9 and Section 9 ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any Material Adverse Change; or (ivv) 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 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (c) of any party hereto to any other party except 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. The Underwriter, by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, 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 Commission, the NYSE Amex or by The Nasdaq Global Select Market the Toronto Stock Exchange or (b) trading in securities generally on either The Nasdaq Global Select Market the NYSE Amex or the New York Toronto Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 6 and 7 9 hereof, (b) the Underwriter to the Company, 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.

Termination of this Agreement. The UnderwriterFor the period from and after the effectiveness of this Agreement and prior to the First Closing Date, this Agreement shall be subject to termination by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time during such period (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 Global Select Market or (bi) trading in securities generally on either The of the Nasdaq Global Select Market Stock Exchange or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Texas or New York 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 Underwriter Underwriter, is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) there shall have occurred any Material Adverse Change with respect to the Company and its Subsidiaries, considered as one entity; (v) any holder of the Company's securities shall have filed an action in federal or state court, whether at law or in equity, seeking to enjoin or seeking damages in connection with the transactions contemplated by this Agreement or challenging any aspects of the Registration Statement or the Prospectus; or (ivvi) 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 Underwriter 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 10 11 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the Underwriter to the CompanyUnderwriter, 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. The Underwriter, by notice given to the Company, shall have the right to terminate this (a) This Agreement may be terminated at any time prior to the First Closing Date solely: (i) by the mutual written consent of ARS and the Company; (ii) by the Stockholders or the Company, on the one hand, or by ARS, on the other hand, if the transactions contemplated by this Agreement to take place at the Closing shall not have been consummated by December 31, 1996, unless the failure of such transactions to be consummated results from the willful failure of the party (or in the case of the Stockholders and the Company, any of them) seeking to terminate this Agreement to perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the obligations Closing or thereafter on the IPO Closing Date; (iii) by the Stockholders or the Company, on the one hand, or by ARS, on the other hand, if a material breach or default shall be made by the other party (or in the case of the Underwriter Stockholders and the Company, any of them) in the observance or in the due and timely performance of any of the covenants, agreements or conditions contained herein; or (iv) by ARS if it is entitled to purchase do so as provided in Section 6.08; (b) This Agreement may be terminated after the Optional Shares at any time Closing solely: (i) by ARS or the Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the Option Closing Date, as the case may be, if at any time (i)(a) trading or quotation in any consummation of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASDIPO; or (ii) a general banking moratorium shall have been declared by automatically and without action on the part of any of federal or party hereto if the IPO is not consummated within 15 New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in City business days after 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 date of the Underwriter Closing. (c) If this Agreement is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 terminated pursuant to this Section 10 shall 12.01, the Merger will be without liability on deemed for all purposes to have been abandoned and of no force or effect. If this Agreement is terminated pursuant to this Section 12.01 after the part Certificate of (a) Merger has been filed with the Secretary of State of the State of South Carolina, but before the IPO has been consummated, ARS will take all actions that Counsel for the Company to and the Underwriter, except that Stockholders advises ARS are required by the Company shall be obligated to reimburse the expenses applicable laws of the Underwriter State of South Carolina in order to rescind the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, 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 terminationMerger.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by Xxxxxxxxx, Xxxxx and Cantor by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York Massachusetts 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 Underwriter Xxxxxxxxx, Xxxxx and Xxxxxx is material and adverse and makes it impracticable to market the Offered Shares 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 Xxxxxxxxx, Xxxxx and Cantor there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Xxxxxxxxx, Xxxxx and Xxxxxx 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies, RBC and Xxxxxxx Xxxxx by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or materially limited by the Commission or by The Nasdaq Global Select Market Nasdaq, or (b) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter Jefferies, RBC and Xxxxxxx Xxxxx is material and adverse and makes it impracticable to market the Offered 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) 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 Underwriter may interfere materially with the conduct of the business Jefferies, RBC and operations of the Company regardless of whether or not such loss Xxxxxxx Xxxxx there shall have been insuredoccurred any Material Adverse Change. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The Underwriter, by notice given to (a) This Agreement may be terminated and the Company, shall have the right to terminate this Agreement Merger abandoned at any time prior to the First Closing Date or to terminate the obligations Effective Time: (i) By mutual consent of the Underwriter to purchase Boards of Directors of each of the Optional Shares at Constituent Corporations; (ii) By MMIC, if TCMTIC experiences actual catastrophic storm losses (as categorized by the Property Claim Services division of American Insurance Services Group, Inc., a Delaware corporation) that exceed Four Hundred Thousand Dollars ($400,000)(“Storm Loss Cap”), net of reinsurance and any time prior losses, in the aggregate, up to the Option Closing DateStorm Loss Cap shall not constitute a Material Adverse Change pursuant to Section 14(e); (iii) By the Board of Directors of either Constituent Corporation if: (A) the Merger is not approved by the Commissioner and, unless otherwise directed by the Commissioner, by the requisite number of members of TCMTIC before November 30, 2023, or such later date as the Boards of Directors of the Constituent Corporations shall mutually agree; (B) the other Constituent Corporation shall have engaged in any of the prohibited actions described under Section 6 of this Agreement, or shall have materially violated any of the representations or warranties contained herein, or if there shall have taken place any event or development after the date hereof which materially and adversely affects the business, operations, or properties of such other corporation; or (C) Such Constituent Corporation receives a Representation and Warranty Notice; (b) In the event of the termination of this Agreement under Sections 15(a)(ii) or (iii), written notice thereof shall be given by the terminating Constituent Corporation to the other Constituent Corporation specifying the provision hereof under which such termination is made. In the event of the termination of this Agreement pursuant to Section 15(a)(i), this Agreement shall be terminated and become void and have no effect, without any liability or obligation on the part of either Constituent Corporation; provided, however, that nothing herein shall relieve either party hereto of any liability for material breach of this Agreement or fraud, as the case may be, if at any time (i)(a) trading or quotation in any prior to termination of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, 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 terminationAgreement.

Termination of this Agreement. 15.1 The UnderwriterFRANCHISOR will be entitled to terminate this AGREEMENT on written notice to the FRANCHISEE in the event of any of the following: 15.1.1 The FRANCHISEE failing to pay to the FRANCHISOR, by notice given the due date, any sums due and owing to the CompanyFRANCHISOR hereunder and failing so to pay within 10 (ten) DAYS of written notice by or on behalf of the FRANCHISOR, shall calling upon the FRANCHISEE to make payment; 15.1.2 The FRANCHISEE in any other way breaching the terms and conditions of this AGREEMENT, all of which are declared to be material, and failing so to remedy the breach within 10 (ten) DAYS of written notice by or on behalf of the FRANCHISOR, calling upon the FRANCHISEE to remedy the breach complained of; 15.1.3 If the FRANCHISEE commits an act of insolvency or is sequestrated, provisionally or finally, or is placed under a provisional or final winding-up or judicial management order or if the FRANCHISEE makes an assignment for the benefit of any of its creditors, or if the FRANCHISEE attempts to enter into any compromise with any of its creditors, or becomes incapacitated in any way including, but not limited to, being placed under curatorship by reason of ill health (mental or otherwise), or fails to satisfy or take steps to have set aside any judgment taken against the FRANCHISEE, within 20 (twenty) DAYS after such judgment has come to the notice of the FRANCHISEE; 15.1.4 If any change occurs in the management, ownership or control of the FRANCHISED BUSINESS or of the FRANCHISEE otherwise than in accordance with the provisions of this AGREEMENT; 15.1.5 If the FRANCHISEE attacks or challenges the rights of the FRANCHISOR to the INTELLECTUAL PROPERTY or induces or procures any other person to make such challenge or attack; 15.1.6 If the FRANCHISEE'S performance, competence or standard of services are poor to the extent that contracts and/or clients and/or potential franchisees and/or potential franchised businesses are lost or at risk to be lost; 15.1.7 If any and/or all of the FRANCHISEE’S equipment and vehicles are not in a good state of order and repair and available for use at all times as required in the OPERATIONS MANUAL; 15.1.8 Failure to act in accordance with directives and instructions made in the best interests of the FRANCHISE SYSTEM and/or BUSINESS SYSTEM from time to time; 15.1.9 If the FRANCHISEE is unable, for whatever reason, to secure suitable premises for the conducting of the FRANCHISED BUSINESS within 90 (ninety) consecutive days from the date of signature of the agreement. The suitability of the premises will be within the sole discretion of the FRANCHISOR, it being understood that the FRANCHISOR will exercise his discretion in a reasonable manner and with view to maintaining and if possible enhancing the standards of the FRANCHISE SYSTEM. 15.1.10 If, while this AGREEMENT is in place, the FRANCHISEE, for whatever reason, loses the right to terminate this Agreement at any time prior occupy the PREMISES, and fails to secure suitable alternative premises within 90 (ninety) consecutive days from losing the right to occupy the PREMISES. The suitability of the alternative premises will be within the sole discretion of the FRANCHISOR, it being understood that the FRANCHISOR will exercise his discretion in a reasonable manner and with view to maintaining and if possible enhancing the standards of the FRANCHISE SYSTEM. All reasonable costs involved in preparing the alternative premises to conform to the First Closing Date or to terminate BUSINESS SYSTEM will be for the obligations account of the Underwriter to purchase FRANCHISEE. 15.1.11 If the Optional Shares FRANCHISEE commits the same breach more than twice in any 12 (twelve) month period. 15.2 The terminating of this AGREEMENT, for whatever reason, will not affect the rights of a party which may have accrued as at the date of termination, and will further not affect any time rights and obligations which specifically or by their nature survive the termination of this AGREEMENT. 15.3 In the event of the termination of this AGREEMENT for whatever reason, the FRANCHISEE will not dispose of any item bearing the TRADE MARKS without prior to written consent of the Option Closing Date, FRANCHISOR and such consent may be given on such conditions as the case FRANCHISOR may bedeem fit, including the condition that the TRADE MARKS be removed or obliterated from the item concerned. 15.4 At the termination of this AGREEMENT for any reason whatsoever, the FRANCHISEE shall, if at any time (i)(a) trading or quotation it remains in any occupation of the Company’s securities shall have been suspended or limited by PREMISES, forthwith change the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 appearance of the Underwriter is material PREMISES both inside and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) the Company shall have sustained a loss by strikeoutside, fireat its own cost, flood, earthquake, accident or other calamity of such character as in the judgment of the 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided reasonably directed by FRANCHISOR, to prevent the PREMISES being mistaken in Sections 4 and 7 hereof, (b) appearance by members of the Underwriter to the Company, public for a FRANCHISED BUSINESS or (c) of having 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 terminationlink with a FRANCHISED BUSINESS.

Termination of this Agreement. The Underwriter, Prior to the First Closing Date this Agreement maybe terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter Underwriters and the Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, 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. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Second Closing Date, as if (i) the case may beCompany shall have failed, if refused or been unable, at or prior to such closing date, to perform any time agreement on its part to be performed hereunder, (i)(aii) any other condition of the Underwriter’s obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market, New York Stock Exchange or quotation in any of the Company’s 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 or limited by required, on the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the NASDAQ Stock Market, New York Stock Exchange shall have been suspended or limitedthe NYSE Amex, by such Exchange or minimum or maximum prices shall have been generally established on any by order of such stock exchanges by the Commission or the NASD; any other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of 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 Underwriter Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Shares in the manner and on the terms described in the Time completion of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) and payment for 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 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 insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 4(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.

Termination of this Agreement. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the New York Stock Exchange, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; or (ivv) 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 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 10 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to the Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the Underwriter to the CompanyCompany or the Selling Shareholders, 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. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Underwriters by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware, Texas or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the Company, 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. The Underwriter, by notice given to (a) This Agreement may be terminated and the Company, shall have the right to terminate this Agreement Merger abandoned at any time prior to the First Closing Date or to terminate the obligations Effective Time: (i) By mutual consent of the Underwriter Boards of Directors of each of the Constituent Corporations; or (ii) By the Board of Directors of either Constituent Corporation if: (A) the Merger is not approved by the Commissioner and, subject to purchase Section 11(b), the Optional Shares at parties cannot reasonably restructure the Merger to achieve or acquire all required regulatory approvals where the benefits sought to be delivered by the Constituent Corporations from the Merger, financial or otherwise, will not change as a result of such restructuring; (B) the Merger is not approved by the Commissioner and, unless otherwise directed by the Commissioner, by the requisite number of members of Heartland before May 15, 2024; (C) the other Constituent Corporation shall have engaged in any time prior of the prohibited actions described under Section 7 of this Agreement, or shall have materially violated any of the representations or warranties contained herein, or if there shall have taken place any event or development after the date hereof which materially and adversely affects the business, operations, or properties of such other Constituent Corporation; or (D) such Constituent Corporation receives a Representation and Warranty Notice. (iii) By Xxxxxxxxx, in the event Arlington is informed by its reinsurer that proceeding with the Merger will adversely impact Arlington’s ability to obtain a reinsurance contract satisfying the requirements of chapter 612 of Wisconsin Statutes of calendar year 2025. (b) In the event of the termination of this Agreement under Section 15(a)(ii), written notice thereof shall be given by the terminating Constituent Corporation to the Option Closing Dateother Constituent Corporation specifying the provision hereof under which such termination is made. In the event of the termination of this Agreement pursuant to Section 15(a)(i), this Agreement shall be terminated and become void and have no effect, without any liability or obligation on the part of either Constituent Corporation; provided, however, that nothing herein shall relieve either party hereto of any liability for material breach of this Agreement or fraud, as the case may be, if at any time (i)(a) trading or quotation in any prior to termination of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, 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 terminationAgreement.

Termination of this Agreement. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered 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 Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, 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. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market American Stock Exchange, or (b) trading in securities generally on either The Nasdaq Global Select Market the American Stock Exchange or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York 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 Underwriter Representatives is material and adverse and makes it impracticable to market the Offered 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 Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 11 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, 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. The UnderwriterRepresentative, by notice given to the CompanyCompany and the Selling Stockholders, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (i)(aa)(i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NYSE or (bii) trading in securities generally on either The Nasdaq Global Select Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges the NYSE by the Commission or the NASDFINRA; (iib) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter Representative, is material and adverse and makes it impracticable to market the Offered Shares Securities in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (ivd) 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 Underwriter 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 10 13 shall be without liability on the part of (ai) the Company and the Selling Stockholders to the any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter Underwriters to the extent provided in Sections 4 7 and 7 10 hereof, (bii) the any Underwriter to the CompanyCompany or the Selling Stockholders, or (ciii) of any party hereto to any other party except 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. The UnderwriterPrior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if (a) at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASDNational Association of Securities Dealers, LLC; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 (b) in the case of any of the events specified in 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impractical or unadvisable to market the Common Shares in the manner and on the terms in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 5 and 7 6 hereof, (by) the any Underwriter to the Company, or (cz) 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. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company and each Selling Shareholder as hereinafter specified at any time at or prior to the First Closing Date Date, if (i) the Company shall have failed, refused or to terminate the obligations of the Underwriter to purchase the Optional Shares been unable, at any time or prior to the Option Closing Date, as to perform any material agreement on its part to be performed hereunder, (ii) any Selling Shareholder shall have failed, refused or been unable, at or prior to the case may beClosing Date, if at to perform any time material agreement on its part to be performed hereunder, (i)(aiii) any other material condition of the Underwriter's obligations hereunder is not fulfilled, (iv) trading or quotation in any of the Company’s securities 's Common Stock shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market or (b) trading in securities generally on either The the Nasdaq Global Select Market Market, New York Stock Exchange or the New York American Stock Exchange shall have been suspended or limitedsuspended, or (v) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the Nasdaq Global Select Market, New York Stock Exchange or the American Stock Exchange, by such Exchange or by order of such stock exchanges by the Commission or the NASD; any other governmental authority having jurisdiction, (iivi) a general banking moratorium shall have been declared by any of federal or New York state authorities; , or (iiivii) there shall have occurred any attack on, outbreak or escalation of national hostilities between the United States and any foreign or international hostilities terrorist organization or any crisis declaration by the United States of a national emergency or calamitywar, 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 Underwriter Underwriter's reasonable judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Shares in the manner and on the terms described in the Time completion of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) and payment for 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 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 insuredShares. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 4(a)(vii) and 4(a)(viii), Section 4(b)(i) and Section 9 6 hereof shall at all times be effective effective. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 8, the Company and each Selling Shareholder, or the Selling Shareholders' Attorney-in-Fact, shall survive such terminationbe notified promptly by the Underwriter by telephone, confirmed by letter.

Termination of this Agreement. The Underwriter, Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date this Agreement may be terminated by the Representative by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Market, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDFINRA; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Representative is material and adverse and makes it impracticable to market the Offered 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 (ivv) 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 Underwriter 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representative and the Underwriters pursuant to the extent provided in Sections 4 and 7 hereof, (b) the any Underwriter to the Company, 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. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholder if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholder to the any Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholder, 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any change, 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 (ivv) 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 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 10 12 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, New Jersey or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any Material Adverse Change; or (v) the Company or RGF LLC shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter may interfere materially with the conduct of the business and operations of the Company or RGF LLC regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (a) the Company or RGF LLC to the Underwriter, except that the Company and RGF LLC shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. The Underwriter, Prior to the First Closing Date this Agreement may be terminated by the Underwriters by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Shareholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select Market Stock Market, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Underwriters is material and adverse and makes it impracticable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Underwriters 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 10 11 shall be without liability on the part of (a) the Company or the Selling Shareholders to the any Underwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Underwriter Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Shareholders, 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. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by Jefferies and J.X. Xxxxxx by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the Nasdaq, or (b) trading in securities generally on either The the Nasdaq Global Select Market or the 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 by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Jefferies and J.X. Xxxxxx is material and adverse and makes it impracticable to market the Offered 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 Jefferies and J.X. Xxxxxx there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter Jefferies and J.X. Xxxxxx 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 10 12 shall be without liability on the part of (a) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections Section 4 and or Section 7 hereof, hereof or (b) the any Underwriter to the Company; provided, or (c) of any party hereto to any other party except 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. (a) The Underwriter, by notice given to the Company, Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (i)(ai) trading or quotation in any of the Company’s securities ADSs shall have been suspended or limited by the Commission or by The Nasdaq Global Select the NASDAQ Capital Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the NASDAQ Capital Market, New York Stock Exchange or NYSE Amex 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 any the NASDAQ Capital Market, New York Stock Exchange or NYSE Amex, by such exchange or by order of such stock exchanges by the Commission or the NASD; any other governmental authority having jurisdiction, (iiiii) a general banking moratorium shall have been declared by any of federal federal, state or New York the PRC authorities; , (iiiiv) there shall have occurred any attack on, outbreak or material escalation of national or international hostilities or any crisis or calamity, or any change in act of terrorism involving the United States or international the PRC, any declaration by the United States or the PRC of a national emergency or war, any substantial adverse change in financial markets, or any substantial adverse change or development involving a prospective substantial adverse change in United States’ or international the political, financial or economic conditions, as conditions in the judgment of United States or the Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus PRC or to enforce contracts for the sale of securities; any other calamity or crisis, or (ivv) the Company shall have sustained a suffers any material loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Underwriter 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 Shares. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except that the provisions of Section 8 6(a)(vii) and Section 9 8 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. The Underwriter, by notice given to (a) This Agreement may be terminated and the Company, shall have the right to terminate this Agreement Merger abandoned at any time prior to the First Closing Date or to terminate the obligations Effective Time: (i) By mutual consent of the Underwriter to purchase Boards of Directors of each of the Optional Shares at Constituent Corporations; (ii) By MMIC, if NFMIC experiences actual catastrophic storm losses (as categorized by the Property Claim Services division of American Insurance Services Group, Inc., a Delaware corporation) that exceed Four Hundred Thousand Dollars ($400,000) (“Storm Loss Cap”), net of reinsurance and any time prior losses, in the aggregate, up to the Option Closing DateStorm Loss Cap shall not constitute a Material Adverse Change pursuant to Section 14(e); (iii) By the Board of Directors of either Constituent Corporation if: (A) the Merger is not approved by the Commissioner and, unless otherwise directed by the Commissioner, by the requisite number of members of NFMIC before November 30, 2023, or such later date as the Boards of Directors of the Constituent Corporations shall mutually agree; (B) the other Constituent Corporation shall have engaged in any of the prohibited actions described under Section 6 of this Agreement, or shall have materially violated any of the representations or warranties contained herein, or if there shall have taken place any event or development after the date hereof which materially and adversely affects the business, operations, or properties of such other corporation; or (C) Such Constituent Corporation receives a Representation and Warranty Notice; (b) In the event of the termination of this Agreement under Sections 15(a)(ii) or (iii), written notice thereof shall be given by the terminating Constituent Corporation to the other Constituent Corporation specifying the provision hereof under which such termination is made. In the event of the termination of this Agreement pursuant to Section 15(a)(i), this Agreement shall be terminated and become void and have no effect, without any liability or obligation on the part of either Constituent Corporation; provided, however, that nothing herein shall relieve either party hereto of any liability for material breach of this Agreement or fraud, as the case may be, if at any time (i)(a) trading or quotation in any prior to termination of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market or (b) trading in securities generally on either The Nasdaq Global Select Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, 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 terminationAgreement.

Termination of this Agreement. The Underwriter, Prior to the First Closing Date this Agreement maybe terminated by the Representatives by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the New York Stock Exchange, or (b) trading in securities generally on either The the Nasdaq Global Select Stock Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal federal, New York, Delaware or New York 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 Underwriter Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Common Shares in the manner and on the terms described in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the any Underwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Underwriter Representatives and the Underwriters pursuant to the extent provided in Sections 4 and 7 6 hereof, (b) the any Underwriter to the CompanyCompany or the Selling Stockholders, 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. (a) The Underwriter, by notice given to the Company, Representatives shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, and the option referred to in Section 3(b), if exercised, may be cancelled at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Second Closing Date, as if (i) the case may beCompany shall have failed, if refused or been unable, at or prior to such Closing Date, to perform any time agreement on its part to be performed hereunder, (i)(aii) any condition of the Underwriters’ obligations hereunder is not fulfilled, (iii) trading or quotation in any of the Company’s securities Common Shares shall have been suspended or limited by the Commission or by Commission, The Nasdaq Global Select NASDAQ Stock Market or (b) the TSX or trading in securities generally on either The Nasdaq Global Select Market or the NASDAQ Stock Market, TSX, New York Stock Exchange or the NYSE MKT 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 any the NASDAQ Stock Market, TSX, New York Stock Exchange or the NYSE MKT, by such Exchange or by order of such stock exchanges by the Commission or the NASD; any other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of U.S. federal, Canadian federal or New York authorities; state authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, 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 or calamity, or any change in declaration by the United States of a national emergency or international war, any material 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 conditions, as or any other calamity or crisis that, in the judgment of the Underwriter Underwriters’ judgment, is material and adverse and makes it impracticable impractical or inadvisable to market proceed with the Offered Shares in the manner and on the terms described in the Time completion of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) and payment for 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 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 insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (a) the Company to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to the Company, or (c) of any party hereto to any other party except 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 Representatives elect to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Representatives by telephone, confirmed by letter.

Termination of this Agreement. The Underwriter, Prior to the Closing Date this Agreement may be terminated by the Representatives by notice given to the 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 Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Company if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the New York Stock Exchange (the "NYSE"), or (b) trading in securities generally on either The Nasdaq Global Select Market the NYSE, the American Stock Exchange or the New York Stock Exchange over-the-counter market shall have been suspended or limitedsuspended, or minimum or maximum prices shall have been generally established on any of such stock exchanges or markets by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or New York authoritiesauthorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) the United States shall have become engaged in new hostilities, there shall have been an escalation in existing hostilities involving the United States or there shall have been a declaration of a national emergency or war by the United States or there shall have occurred any other significant calamity or crisis (including, without limitation, as a result of terrorist activities); or (iv) there shall have occurred any outbreak such a material adverse change in general economic, political or escalation financial conditions (or the effect of national or international hostilities or any crisis or calamity, or any change conditions on the financial markets in the United States or international financial marketsshall be such) as to make it, 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 Underwriter is material Representatives, impractical or inadvisable to proceed with the public offering or delivery of the Securities being delivered on the Closing Date on the terms and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or to enforce contracts for the sale of securities; or (iv) 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 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 insuredProspectus. Any termination pursuant to this Section 10 shall be without liability on the part of (a) the Company or the Notes Guarantors to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 4 and 6 hereof or (b) any Underwriter to the extent provided in Sections 4 and 7 hereof, (b) Company or the Underwriter to the Company, 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 terminationNotes Guarantors.

Termination of this Agreement. The UnderwriterPrior to the purchase of the Firm Shares by the Underwriter on the First Closing Date, this Agreement may be terminated by the Underwriter by notice given to the Company, shall have Company and the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, Selling Stockholders if at any time time: (i)(ai) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by The Nasdaq Global Select Market the NASDAQ, or (b) trading in securities generally on either The Nasdaq Global Select Market the NASDAQ or the New York Stock Exchange NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASDexchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York 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 Underwriter is material and adverse and makes it impracticable to market the Offered 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 Underwriter there shall have occurred any Material Adverse Change; or (ivv) 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 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 10 11 shall be without liability on the part of (a) the Company or the Selling Stockholders to the Underwriter, except that the Company shall be obligated to reimburse the expenses of the Underwriter pursuant to the extent provided in Sections ‎Section 4 and or ‎Section 7 hereof, hereof or (b) the Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (c) of any party hereto to any other party except however, that the provisions of Section 8 ‎Section 9 and Section 9 ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. The Underwriter, This Agreement may be terminated by the Representatives by notice given to the Company, shall have the right to terminate this Agreement Company if (a) at any time after the execution and delivery of this Agreement and prior to the First Closing Date or to terminate the obligations of the Underwriter to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time (i)(ai) trading or quotation in any of the Company’s 's securities shall have been suspended or limited by the Commission or by The the Nasdaq Global Select National Market or (b) trading in securities generally on either The the Nasdaq Global Select National Market or the 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 by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any of federal or federal, New York 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 Underwriter Representatives is material and adverse and makes it impracticable or inadvisable to market the Offered Ordinary Shares in the manner and on the terms described contemplated in the Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives there shall have occurred any Material Adverse Change; or (ivv) 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 Underwriter 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 Ordinary Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (ax) the Company to the any Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Sections 5 and 6 hereof, (y) any Underwriter to the extent provided in Sections 4 and 7 hereof, (b) the Underwriter to Company or any person controlling the Company, or (cz) 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.